The Phoenix Rises
by markhaox14
Summary: 1st fanfic. OC story set 5 years before MLP:FiM. Meet Leon, a Pegasus colt leaving everything behind at Cloudsdale. Moving to Coltifornia is rough, & he learns fate needs him saving Caelum Lux, the largest cloud city in Equestria, by making new allies, searching for Loyalist remnants, & defeating the evil tyrant. Reviews are welcome. Caution: Violence, Adult Themes/Humor, Language
1. Prologue

A New Dawn

The cottage in the sky just outside Cloudsdale was filled with bustling, commotion, and clattering. The noises, judged by how dark the house was during dusk and the hushing if the fuss got too noticeable, proved that the ponies inside were frantically preparing for something. Inside the house, a mare, a stallion, and a foal were all rushing to pack some belongings as quickly as possible. All three of the ponies were of the species Pegasus.

"Where are we headed?" the young foal asked. He had a certain desire for information, but knew his limits. He sported a grey coat, shiny golden eyes, a long black and yellow mane flowing freely behind his head and just over his forehead, and a similarly-colored, well-groomed tail that stood and curved out. Inside, he was timid and easily startled but not frightened. He was also very welcoming to any pony, but sometimes his hesitance got the better of him, during which he would remain silent.

No response came from the stallion or mare.

"Can some pony please answer me? Where are we going?" he asked yet again.

"Well, if you must know, Leon, we are moving!" responded the mare. She was warmhearted, and had the natural protective instinct any mother had. Because of this, she would not tell the foal, Leon, where they were really headed.

_I may have asked more than I should have._ The young foal could not keep the conversation going.

He immediately shut his mouth and lowered his head. His mother sensed the grief inside him, and wanted to say something to make him feel better.

"Look, I know how you must feel, leaving all your friends in Cloudsdale behind. But where we're going, I'm sure you'll make new ones in no time!" she stated.

"But what about my friends here? What about Derpy? What about my training at flight camp? I can't fly yet!"

Derpy Hooves, as she was named, was a clumsy Pegasus foal who lived nearby Leon. She was very sensitive about herself because of her eyes being inverted, but Leon had made good friends with the Pegasus. He never knew why, but Derpy always had an appetite for muffins of any kind. She had also attended the same flight camp Leon was taught in, and together had made the best of training. Derpy was not the fastest flier, but to her control was much more important than anything speed offered. She had also taught Leon how to use his wings as extra appendages, an invaluable skill which replaced the usual practice of him using his forelegs to grip objects. Both foals were "blank flanks"; foals who had not earned their cutie mark yet, and were constantly picked on.

"Derpy will come over to say goodbye, and you can still write to each other constantly. I know that you had good friends here. And where we're going, you will still be able to attend flight camp," his mother answered him.

"Can I ask where exactly we are moving to? Is it far from Cloudsdale?" Leon questioned with uneasiness.

"I don't think you know about this land. It's not far from Cloudsdale at all. It is only about thirty minutes from here. The province is called Coltifornia and the city we'll be moving to is Caelum Lux. If you would like to, rest before we leave."

With that, Leon bowed his head in remorse and headed to his room. He fell onto his clouded bed, and even the plush, comforting feel of the bed would ease his pain. He laid there, with nothing on his mind, until it fogged up with deep thoughts of sleep.

Awakening five hours later at the break of dawn, Leon sat up, walked out of his room, and into the living room. He still seemed down, and his parents had waited for him to wake up. They could plainly see the sadness on his face. They smiled, looked at him, and escorted him to the kitchen. There, grief turned to amazement as Leon saw many of his friends from flight camp, including Derpy. She placed down two plates of muffins with her wings.

"Hey, look! Leon!" she exclaimed.

The crowd of young foals turned to Leon, and a cheer erupted from all of them. He really didn't think this was a good time to cheer, but he was nonetheless satisfied that many ponies took the time to do this. He went over to the table and said hello to everyone. He reached over for a muffin, and Derpy couldn't help but laughing. Many of the other ponies did not get why she laughed, but they each added their voice to the laughter. The whole kitchen was filled with laughter. Leon couldn't help but feel as if the laughter was directed towards him.

"Why is every pony laughing?" he asked quietly.

"Oh, we just know that you shouldn't be so down in the dumps. Even though you're leaving, we all got together to get you something," Derpy said. With that, she pulled from the living room two boxes; one seemed flat but wide, and another was a sizeable package with holes on the side. Leon wondered what were in the boxes, especially the one with holes on the side.

_It seems to be something living, something that can breathe in the box. But what?_ He thought about what creature, or pony, could possibly be in the large box.

Derpy set both down on the table with her wings. The smaller of the two was inscribed with the phrase _Magnus Trot Antrorsum_. He did not know what it meant, but somehow knew it was something to do with him moving. He slowly opened the package, and revealed to everyone in the room a strange necklace. He looked puzzled and amazed, and asked who the gift was from.

Silence was the only response he received. He accepted it as an answer, and placed the necklace back in the box. He then turned to the larger box, and proceeded to open it, until Derpy chimed in.

"Don't open that one yet. It needs to stay in the box until it's ready to be opened."

"When will that be?" Leon asked.

"You'll know it when it happens," she responded.

Leon set the box down with his wings, placing a smile on Derpy's face. He then turned to look at everyone, with both a mixture of happiness and remorse in him.

"Thank you every pony, for everything. I can say that Coltifornia will not be the same as here, but I will try to write. I'm glad I got to know many awesome friends, and that they actually came to say goodbye." There was sadness in him now, and he remained quiet.

"All right, we're just about ready to go," his mother said.

"Goodbye, everyone." He stopped, and headed to Derpy. "Goodbye, Derpy." He hugged her, and she him. Tears filled their eyes, not knowing how long he would be gone.

"Bye, Leon. Make sure to write to us, OK?" she said

"I will, no doubt about it." With that, he slowly walked out the door and left. Everyone remained quiet, and they too slowly left with a feeling of emptiness.


	2. Lesson One

Leon and his family rode a cloud to Coltifornia, while the moving van followed them through the sky. They had reached their destination without any hitch, as the sky was clear and bright. Leon was glad that their new home was not far from Cloudsdale, and when he could fly, he would come back to visit. But for now, this new place would have to do. Leon felt uneasiness in his stomach thinking about what the ponies here were like.

Caelum Lux, as the city was called, was a city in the sky much like Cloudsdale, but much larger. It housed many large buildings that Leon only heard of in Cloudsdale; a large rectangular building lined with columns and topped with a dome. This building was known as Highlander Heights, an extravagant building placed on the top of a hill of clouds where royalty once lived, but has since been empty and preserved as a monument. Another interesting location caught Leon's eye; the Trotter Tower, a mysterious building in which its origin and purpose were unclear, but was also preserved as the tallest building in Coltifornia.

_Maybe I can get to know the place better from some local ponies. But where should I go, and who should I ask?_ Leon thought deeply. _Well, I'll find out soon enough. I've got to help settle in._ The moving van pulled up just behind the cloud they rode on, and Leon galloped to the back of the van. The pony driving it went along the side and appeared next to Leon and opened the back. She was Derpy's mother, Ditzy, who owned a moving company and helped out in any way she could with the move.

"There you go, Leon. Hope you like it here. I hear the house is very roomy," Ditzy said.

"Thank you, ma'am! Do you know anything about this town?" Leon inquired.

"This city is the largest city in the clouds in Equestria, and was once home to royalty. But that was a millennium or two ago. Now, the city is relatively isolated from the rest of Equestria, and is ruled by the mayor. This city has modernized, as ponies can do just about anything with relatively low effort. You name it, and I'm sure you can find it here." Ditzy explained. Leon knew she was informed about the city, but then he realized that she had been just about everywhere.

"Who ruled here so long ago that mysteriously disappeared?" Leon asked.

"I'm not sure, but I know some locals who have heard about that legend. If you want my advice, head to the library." Ditzy said.

Leon helped his parents and Ditzy unload the contents of the van and place them in the house. He also brought with him the large box that his friends had given him. Sometime after getting settled in, he had himself a hay sandwich. Eating made him think much more clearly, and decided he would head to the library first. He left the house, but not before his mother stopped him.

"Are you heading out?" she asked him.

"Yeah, mom. I heading to the city's library to figure out more about it," Leon responded.

"That's fine with me. Just be careful not to fall off the clouds. Come back soon, because you have your first day at flight camp," she advised.

His mother had always warned him about this, and he took the warning as though failing to abide by it would result in a punishment far more severe than any dungeon. He had never seen the world below, and thought that it was a bottomless pit where if he fell, he would never get back up.

"I will. I don't ever think I'll make it out of there if I do fall in." Leon replied. He then left the house, heading to the outer city of Caelum Lux. The library Ditzy had told him about was very close, and he reached it in about five minutes. He saw how large it was, and how extravagantly built it was. He walked in, and was surprised with the large number of ponies inside. He went up to the librarian, seated behind a large desk looking through multiple books. He didn't want to bother her, so he waited for her to finish. He waited… and waited… and finally had enough of waiting.

"Excuse me," Leon squeaked.

The librarian looked down at the young colt. "I'm terribly sorry, is there something you are looking for?" she responded.

"Yes, there is. I would like to find a book explaining this city."

"Ah. You must be the colt of the new family that moved in. Yes, I have one right here." She handed him a rather large book. He thanked her, took the book, sat down, and flipped open to the first page. On it was a picture of Highlander Heights, looking as beautiful and pristine as ever. But something was different about it; it depicted many ponies inside the house, lining up to see the royal family; compromised of the King Caelum, Queen Liberum Ventus, and Prince Sol Rimor. All of them seemed to be happy with each other and their subjects. He then flipped to the next page he was looking for, the abandonment of the palace. It depicted some desperate battle between the ponies loyal to the royalty and the rebel ponies. It was a sad sight, seeing ponies fight each other. The next photo showed the family, before fleeing with the loyalists, hiding the prince, who was only a colt at the time, in the Trotter Tower. There was no further information regarding the family, or the prince.

_Something had caused the ponies to be upset with the royal family. But what?_ He sat there, but did not think too much of the past. He then returned the book to the librarian and bid farewell. He had a short walk home, but the setting sun reminded him of his training session tomorrow.

He entered the house; he saw his mother and father sitting in the living room, which was decorated with the furniture from their old home. They saw him enter and greeted him, and he greeted back. He was tired and went up to his new room, which provided a breathtaking view of both Caelum Lux and the "abyss" below, which glowed brightly. He looked over at the large box Derpy had told him not to open, and continued to wonder what it was. He stopped wondering, lay on his fluffy bed, and fell into a deep sleep.


	3. Cloud Runner

Leon awoke to a banging on his door, and the voice of his mother came through his door.

"Leon! Wake up, or you'll be late to flight camp," her voice rang. With that, he immediately got up, bounded out of his room, down the stairs, and sat his rump down at the table set with food. Rather than enjoy the food, he skillfully slammed his hoof down on the edge of his plate, throwing his food into the air. He then caught every bit of food in his mouth with the same skill used to fling it into the air. He then said goodbye, bounded out the door, and headed to the flight camp.

This camp was on the outskirts of the city and, like the one at Cloudsdale, was filled with tracks, obstacles, and training equipment, all of which were filled with ponies using them. He proceeded to head to the schedule table, when out of nowhere a Pegasus, preoccupied with her training so as she did not notice Leon, crashed into him. They tangled their wings together, and struggled to get loose. Finally, after some tugging, they were let loose. She immediately turned on Leon.

"I'm sorry! It was an accident!" Leon pleaded.

"Whoa, whoa, whoa! You don't have to apologize. I'm sorry to crash into you. You must be new, because I've never seen you here before. What's your name?" she asked curiously.

"I'm Leon, and I am new here. I came from Cloudsdale." Leon answered.

"Well, hi Leon! My name is Cloud Runner." She was a Pegasus with a white coat, a straightened, smooth mane with long side-swept bangs, a long tail hanging just above the ground, and sky-blue eyes that reflected brightly with anticipation. Like Leon, she did not have her cutie mark yet. Her voice was filled with spunk, as if ready to take on anything. "Do you need help with anything?" she continued.

"Well, I'm not a great flier, so I may need some pony's help with training. I mean, if that's all right with you." Leon replied.

"Not at all! Let's get going!" She led him to the schedule table, where a stallion requested his name. Leon responded with his name, and the stallions assigned him to the training equipment station, then run and fly the track, and finally go through the obstacle course. Leon and Cloud Runner both headed to the gymnasium area. Cloud Runner explained what Leon would have to do here.

"You have to lift a minimum of 200 pounds with your wings. Think you can do that?" she challenged.

"Watch and learn." He gripped and lifted the weight up with one wing. "I'm best with lifting weights with my wings. All it takes is control." Cloud Runner, not to be outshined by this new colt, lifted two of the same weights with both wings. It was a challenge. Leon then lifted two 300 pound weights, a feat amazing for a young foal. Cloud Runner then smiled and accepted his skill with weightlifting.

"Nice, though I have only lifted those 300 pound weights twice. I think you've got this exercise down," she stated.

They next headed to the track, where they had to both run a total of 2 miles and fly a total of 3 miles. This is where Leon failed at the most, as time was measured. Cloud Runner could somehow tell from his discomfort that he needed help here the most. Though he had no problem going the distance, he would always be under the time for passing. His ears dropped, and he sat down on his rump, as if he were already accepting defeat.

"Cloud Runner, I don't think that I can make this. I always ended up falling behind everyone. I don't want that to happen again." Leon said shamefully.

"I'll slow down enough so that you can both make it on time and keep up with me. You just got to be fast. I know you can do this," she assured him. With her encouragement and offer of help, Leon felt much better, and stretched his wings and legs to get ready. They walked to the starting line, ready to begin the race that would prove Leon could fly steadily and fast. All the other ponies joined them at the start, and prepared for the race. The timer ran for twenty minutes, and any Pegasus who did not beat the time would retake the test, which brought some shame to them, something Leon had felt all the time after every race. But he would not fail now, not when someone actually believed in him. He was going to do this, and he would beat that clock, no matter what it takes. He bent his knees and gritted his teeth, showing both anticipation and a bit of anger. _I won't fail again, _he thought to himself. _Not this time! I will finish this race!_ Five… four… three… two… one…


	4. The Derby

BAAAAAAAAAAAARIIIIIIIIIIIIIN G!

The bell rang loudly as ponies shot out the starting line. All of them ran at a frantic pace, and the first leg of the race seemed the most difficult for any Pegasus. Almost any Pegasus. Leon and Cloud Runner both galloped as fast as possible. Leon was leading the pack of ponies, with Cloud Runner following close behind. Leon would never have any problem with the running part of the race, but when he trained at Cloudsdale, flying was always the first leg of the race. Now he had the advantage, and by the end of the first five minutes finished the first mile. Leon never felt so alive, so free, and so successful. Cloud Runner, just behind, kept pace with him. Leon looked behind him, and saw Cloud Runner behind him.

"Hey, I know I may not make it, but I want you to go full speed, see if I can try to catch up," he panted out.

"Are you sure? We're making pretty good time already, why go faster?" she responded.

"Yeah, I want to push myself. Push myself towards bettering myself. I would always give up when I flew. I don't want it to come to that again." Leon explained.

"OK. You seem pretty determined, so I'll go my top speed. Don't stay in the dust!" she teased.

They both finished the first part of the race in ten minutes, and prepared their wings for the remaining three miles. Cloud Runner shot off away from Leon faster than a shooting star fell across the sky. She was faster than anybody Leon had ever seen, even at Cloudsdale. Leon stuck his wings out and soared towards Cloud Runner. He wasn't nearly as fast as Cloud Runner, but he still pursued Cloud Runner with a constant speed. He flew a bit faster to catch up to Cloud Runner, who had already finished the first mile at the two minute mark. Leon, now determined to go even faster, flew at a frightening pace, and finished the mile thirty seconds after Cloud Runner. He could now see the other ponies finishing their running, and starting to fly.

_Not good enough. Need to go even faster!_ He gritted his teeth, flapped his wings, and stuck his forelegs out in front of him, gaining even more speed. He was lessening the distance between him and Cloud Runner. He soon saw that she was only a few yards in front of him, and eventually he caught up to her. Just as he caught up to her, they finished their second mile in three minutes. Only a good three-and-a-half minutes to go. _Yes! Only one more mile to go! I just might finish this after all._ Suddenly, Leon felt a strong pain in his left wing.

"WHA-! Oh, no! No, no, no, no, no!" he exclaimed. With the amount of weight he carried on his wings before the derby, he strained his wings. He knew now that he could not go any faster or his wing could break at any moment. He slowed his pace to where it was only slightly less than thrashing. He continued to fly, and noticed many of the other ponies catching up to him. He knew that if he wanted to win, he would need control. _Just remember what Derpy taught you; control is everything, no matter what speed offers._ Remembering his friend and what she had taught him, he knew exactly how much faster to go without putting any more strain on his wing. He went faster, and saw the timer on the clock countdown from one minute.

_Keep calm, and flutter on._ He repeated this thought in his head over and over again. He kept at his pace, and noticed the other ponies finishing just ahead. He felt as though he burned all his energy, but he would not stop flying. The clock was at ten seconds now, and counting. He was almost there, and the finish line was just 100 meters away. Nine… eight… a quarter of the way there. Seven… six… halfway there! Five… four… just a few feet away! Three… two… he was so close. Two… he literally flung himself over! One! The derby was over. Leon, panting heavily, lay with his stomach on the ground and his legs spread out. Cloud Runner came up to him. _I failed again. After all of that, I lost. I'm sorry Cloud Runner. I'm sorry Derpy._ He closed his golden eyes so that he saw no one laughing at him.

Cloud Runner, wearing a large grin on her face, came up to Leon and said something that was sure to make him feel better. "Guess what? You just made the cut!" she yelled.

"Oh…" he rasped in surprised, "Really? That's… amazing. I would be cheering… if I wasn't so… exhausted." He continued panting, while Cloud Runner flew up, directed a small piece of loose cloud just over Leon, and jumped repeatedly on the cloud. Water fell from the cloud over Leon, who lifted his muzzle and drank in as much water as he could. He felt refreshed, relaxed. He stood up and noticed Cloud Runner, who had now flown down from the cloud, went up to Leon and pointed to his flank.

"What do we have here? A cutie mark?" she told him.

He looked at his flank and had found what she was talking about; his cutie mark. He saw that it was in the shape of some strange, red, winged creature, glowing brightly against Leon's grey hide. He then looked at Cloud Runner, and noticed something on her flank as well. He pointed it out, and she turned to look at her flank. Her cutie mark depicted a blue lightning bolt with streaks of yellow coming out of a storm cloud. They each congratulated one another, and finally headed to the obstacle course.

This exercise was mostly measured by points, and was focused more on agility than speed, yet time was an extra bonus. Both Leon and Cloud Runner knew they would have no problem with this last test. Cloud Runner went first, and when she went through the course, she focused on speed. She went through the cloud hoops without a hitch, swerved around the columns with ease, and finally landed with grace. There was no doubt from any pony that she passed. Leon went up next. Using a combined method of Derpy's strategy and Cloud Runner's technique, he lifted off the ground, and headed to the hoops. He swooped through each of them with no trouble whatsoever. He then glided through the air to the columns. He swerved perfectly around each of them, showing style and control. He then landed on the runway, where Cloud Runner congratulated him.

They were both called to the headmaster of the camp. The headmaster had looked at each of them.

"That was some of the finest flying I've seen since this camp was opened. You two have definitely earned your right to fly." With that, the headmaster gave each of them their flying license, and they cheered at receiving their ticket to flying. They both walked of the headmaster's office, and Cloud Runner turned to Leon.

"Leon, I think we're going to be very good friends," she stated.

"I'm pretty sure that we already are!" responded Leon.


	5. The Fire Breather

Leon and Cloud Runner headed home after camp. Leon could not wait to tell his parents that he finally earned both his cutie mark and his flying license on the same day. He bounded for home, but then realized that he was allowed to fly now, and so he did. He flew with such grace that he didn't care about anything else. He finally landed in front of his house, and knocked on the door. His parents immediately pulled him inside and warned him not to go into his room. They had heard some cracking noises, and then some ripping sounds, and later silence. Leon had no idea what could have been upstairs, especially in his room. He then remembered Derpy's words. _You'll know it when it happens._

"Mom, Dad, I know what it is upstairs. I'm going to check." Leon said. He then ran up the steps quickly.

"No, Leon, don't!" his mother yelled. But he was out of sight. They bolted after him, finding him already entering his room. Leon slowly walked through his room, closing the door behind so that whatever was in there could not leave. He felt terrified, but knew that whatever Derpy gave him in that box was not going to be dangerous. He headed to where he last left the box; near his bed on the right-hoof side. He noticed the box had been ripped apart on top. He peered into the box, expecting something to jump at him.

All he saw inside was what appeared to be the remains of an egg. The creature inside had hatched while he was away. _Where is he at now, then?_ He heard some scratching in his closet, and he tensed with fear. _Remember, Derpy would never want to hurt me. _He approached his closet, fear circling him all the while. He reached the closet door, slowly opened it, and immediately saw it. He ran to his bed for cover, hiding in the sheets and covering his eyes with his hooves. He couldn't stop shaking in fear. _What was that?! It had scales on its back, and it had wings! _He then heard a tiny patter, coming closer and closer. He stopped shaking now, fear having completely taken over every instinct. The pattering came even closer, and then stopped. _What happened?_

All of a sudden, the sheets Leon cowered in were pulled off, and he yelled in terror. He waited for something to happen, and he received the surprise of his life; the thing licked him. He slowly looked up from his hooves, and saw what the creature was. It was a dragon, a teal dragon with yellow scales sticking from the tip of his tail to the top of his head. He had small wings, tiny feet and hands with something Leon had never seen before; toes and fingers. The dragon had no claws, and its big, golden eyes looked up at him. He saw how adorable it looked, and all of his fear was replaced with admiration at the marvelous beast.

"Hey, little guy!" Leon said. " Aren't you just the most adorable thing? Derpy chose the perfect companion when she found you. There's so much to do! What should I name you? What do you eat?"

The dragon looked up at him curiously, and burped. But something about it was different. Fire came from him, and when it turned to smoke, a letter appeared. Leon instantly knew he was a dragon who could instantly send and receive messages from other ponies. He picked up the letter, neatly rolled up and tied with a bow, and opened it. It read:

_Dear Leon,_

_If you're reading this, then your pet dragon should have hatched! This was my gift to you, because I know how much you love animals, but could never have a pet. I got him while delivering mail in Canterlot, and the mare I delivered mail to was kind enough as to give me two dragon eggs! I don't know where she got them from, but she ran a school for unicorns, which can use magic! Anyway, write back to me when you get this. Every pony here misses you, especially me. Hope to hear from you soon!_

_Your Best Friend,_

_Derpy Hooves_

He slowly set the letter down, and walked out of his room with his dragon. His parents, waiting in the hallway the whole time trying to pry open the door, pulled him away from the dragon when he exited the room. He then struggled free from their grasp, and explained.

"Derpy gave me this dragon. It can send and receive lots of letters quickly! Derpy sent me one right now, and I need a paper and something to write with."

His parents handed him a sheet of paper, a quill, and some ink. He went back into his room, sat at his desk, turned on the lamp, and began to write.

_Dear Derpy,_

_Thanks for the dragon, Derpy. It hatched after I came back from my day at flight school. I also received both my flying license and my cutie mark. It looks like a red bird flying in front of a light, but I don't know what it means yet. I was able to do it because of what you taught me and for that, thank you very much. I miss you too, Derpy. Hope I can come back and visit one of these days. But until then, keep writing. I'll be sure to write back._

_Sincerely Yours,_

_Leon_

He didn't know how exactly how to use his dragon to send the letter, but the dragon instinctively grabbed it and shot a blue flame at it, incinerating it completely. Leon was shocked that his dragon could do such a thing. He then placed his head down on the desk in disappointment, and saw something on Derpy's letter that he did not see before.

_P.S. Don't worry if the little guy burns your letter. That's how they send mail._

With a sigh of relief, he turned to the dragon and petted him. _What should I name him? _ Leon, having taken some ancient pony language classes at Cloudsdale, remembered that the word "dragon" was "Draco."

"Draco. You like that?" Leon asked.

The dragon turned to him, and gave Leon a look of approval. _Draco it is then._ Leon then fixed Draco a bed using some leftover cloud from moving in. Leon placed him on the makeshift bed and Draco immediately span around his bed and lay down. Leon then went to his own bed, yawned, and fell asleep.


	6. Venture Down the Abyss

The next day, Leon awoke to knocking on the front door of the house. It couldn't be his parents, as they left to manage the weather. He climbed out of bed, woke Draco up, and walked out of his room and down the steps. He peered out the window, seeing Cloud Runner outside. He went to the door and opened it. Cloud Runner stepped inside, and sat down on the couch in the living room. She turned to Leon and saw Draco standing right next to him.

"Wow! You have a pet dragon?" she inquired in amazement.

"Yeah, he was a gift from one of my friends at Cloudsdale," he responded.

"Cloudsdale. You mentioned it yesterday. Where is it at exactly, and who gave you a dragon?" She had a strong desire for information, much like Leon.

"It's about a few minutes away east from here. The pony that gave it to me was a Pegasus named Derpy Hooves. She helps with delivering mail whenever she can, and during one of her deliveries, a mare running a school for something called 'unicorns' was kind enough to give her two dragon eggs. She kept one and gave me the other," he explained.

"Do you know what that dragon eats? Don't want to miss feeding time if I were him."

"No, I don't know. Know anyone who knows about dragons around here?" he asked.

"Maybe someone down in Clover Ranch. But no one around here," she responded.

"Where is that? I don't know of any place in Caelum Lux called Clover Ranch."

"It's down on the ground below."

Leon's eyes sunk at hearing the words coming from Cloud Runner. _Down below? Into the Abyss?_

"No, no, no, no, no! I have never been down into the Abyss before, and I intend to keep it that way," Leon debated.

Cloud Runner, hearing at the words that came from Leon, started laughing hysterically. _He doesn't know about the ground. I'm not surprised, as he probably doesn't even know what unicorns, let alone earth ponies, are._ He got a bit angry at Cloud Runner for laughing at him. She began to explain to him about the wonders of the ground.

"Well, listen up! The ground is not some dark hole that you can't fly out of. It's a place where ponies without wings live. Other than that, they basically function the same way we do here. While we manage the weather, they manage the food that we eat up here. These ponies are called earth ponies. Other ponies, which use magic and have a horn on their forehead, are called unicorns. They use magic for daily life and sometimes to place beneficial healing spells on the ill. I'm sure that a unicorn or earth pony will have some info on your dragon." She finally finished her lecture of the land below. Leon, absorbing all the information about the ground, was amazed by what she just described.

_I wonder why my parents never told me about this._ Leon immediately came up with the answer. _Of course, they said I couldn't fly back up. Well now I have my flying license, so I can fly back up. But how will I get Draco down there?_

"Well, we need to find a way to bring Draco down safely. Any ideas?" Leon asked.

"Got any rope? We can tie him on your back, and fly down with him," she suggested

"Yeah, hold on." He went to the kitchen, pulled a strong rope, grabbed Draco, and tied him on his back with his wings. Cloud Runner was amazed at his ability to use his wings for much more than flying. Afterwards, they headed out the house, and stood at the edge of the clouds. They both looked down, and Leon saw how far below it was. Cloud Runner, looking back at him, handed him something. It was a pair of goggles, used for flying up and down through the sky. He took them and placed them on with his wings.

"Ready?" Cloud Runner asked.

"Let's do this," Leon responded.

They stood on their hind legs, stuck their forearms out their sides, and dive-bombed over the edge. They were freefalling through the sky, feeling a strong wind blow through their manes and tails. Cloud Runner looked excitedly at Leon.

"When I tell you, open your wings!" she yelled.

"OK!" Leon responded. He looked over his shoulder to see Draco enjoying their free fall. "Hang tight, little buddy!"

They fell for a few more seconds, and Cloud Runner quickly issued an order to Leon. "Now!"

They both opened their wings, and felt the sensation they first felt at flight camp. They glided through the sky, both keeping in tune with the wind that seemed to be roaring now. They now saw their target; a town on the ground below, less than a few meters away. They began their landing sequence, found an empty clearing to land in, and slowed their speed. They touched the ground gently with their hooves. Leon, having noticed something thin and soft touching his hooves, turned to Cloud Runner.

"What's this stuff?" he asked.

"It's called grass, silly. It grows down here on the ground, and it feels so soft and plush. Ponies down here eat it all the time." She continued. "Here, I think I know someone who may help. Follow me." She led him throughout the town called Clover Ranch, passing by many homes, shops, and stands; all of them filled with things he had never seen before. He also saw many of the ponies Cloud Runner described to him, socializing with each other or completing their usual tasks. _Wow! Even with the fact of not having wings, these ponies still had no trouble with their lives._ He wondered where Cloud Runner was taking him. She stopped in front of a giant, carved, marble dome.

"What's this place?" Leon asked.

"It's a rather large library owned by my friend, Doc. He is about the same age as us, but knows more than most ponies around here do." She knocked on the door. The door immediately opened, but no pony was there. Leon looked confusingly at the empty doorway, and Cloud Runner shook her head in satisfaction.

"You can come out, Doc. He's with me," Cloud Runner said.

After her statement, a small figure walked down the steps inside the dome, and a unicorn appeared in the doorway. He was about the same size as Leon, except he sported a light, navy blue coat. His mane was blond and skillfully groomed, just barely covering his horn and forehead. His tail was flowing just behind him, and his light purple eyes looked at his visitors. He had a cutie mark depicting a book with a quill and ink well beside it.


	7. The Phoenix

"Hello, Cloud Runner. Care to introduce me to your acquaintance?" Doc said.

"Of course! Doc, this is Leon. He's new in Coltifornia. And get this; he's never been on the ground before, so go easy on him." She then turned to Leon. "Leon, this is Doc. He lives in this library, and has many books with info on everything!" She turned back to Doc. "Doc, we came to find out what his pet dragon here eats. Do you have anything in your books that can help with dragons?" She then gestured to Draco, still tied to Leon's back.

"Yes, as a matter of fact. I don't need a book, but a dragon's main diet consists of gems or crystals. And, to help you even further, I've just read about a spell that can change rock to quartz. I tried to make it so that they turned to gems, but it didn't work out. It's a very good substitute for the precious gems that dragons usually eat." Doc led the three visitors through his house, and led them into a brightly-lit room. The room had many tables scattered throughout, and all of the tables had containers filled to the brim with rocks. Doc picked one of the containers to transform, and lifted it to a small stand. He placed it down using only his magic, and set to use the spell. He closed his eyes, concentrated on the container, and used his magic on the rocks. His horn glowed with glimmering sparks that shone all around the horn. A bolt of light shot out and hit the rocks. The rocks glowed brightly for a bit, and suddenly transformed into a clear, white substance. Doc smiled as his attempt succeeded, and he gestured Leon to pick one up and feed it to Draco. Leon untied the dragon with his wings, picked up the minerals, and placed them in front of Draco. Draco sniffed the minerals, picked one up, and chomped it in one bite. He then proceeded to devour the other minerals in the container. Leon smiled as he saw his dragon satisfied with the meal of quartz.

"That is just adorable!" Cloud Runner exclaimed. "Oh, Doc, I almost forgot! We both earned our cutie marks yesterday! I got one with an awesome blue lightning bolt coming out of a storm cloud. And Leon here got some red bird flying in front of a light!"

Doc, not believing what he had just heard, asked "Did you say a red bird?"

"Yeah, a red bird. Don't know what it means though," she responded.

Doc immediately ran out of the room, and after some time, came back with a book. Leon recognized it as the one that he read at the library in Caelum Lux. He went over to Doc, who was already looking through the book, finding the correct page. He found it, and it depicted the same bird that was Leon's cutie mark. Leon looked with confusion, while Doc read on. When he finished, he stood there, speechless and shocked. Leon waved his leg in front of Doc's eyes to grab his attention. Doc slowly turned to him, and slowly trembled.

"You're cutie mark. It's that of the Phoenix."

"The what?" Leon asked.

"The Phoenix… a legendary bird which lives and dies, and is reborn yet again from its ashes. I don't know much else about it as a symbol. How did you get this?" Doc asked.

"I ran a derby with Cloud Runner, but that's it." Leon stated. "Did you say it dies and rises from its ashes?" Leon asked, with some fear in his voice.

"Yes, it dies and is reborn. According to this book, the symbol of the Phoenix was associated with the mysterious Trotter Tower up in Caelum Lux. If possible I would like to go with you there." He seemed interested in joining them.

"Sure. Could you make more of those minerals to go?" Leon asked.

"Of course! Cloud Runner, meet me at Chloe's while I finish up here. I'll get Percy and Annabelle together. I'm sure they'll enjoy meeting Leon," said Doc.

"All right, then Doc. Meet you over there. Come on, Leon, let's go!" Cloud Runner said.

Leon went over to Draco, who had filled his appetite with minerals. He still had over half of the container filled with quartz. He picked up Draco and placed him on his back, fastening him with the rope. He followed Cloud Runner out the door, and bid farewell to Doc. He went up to her, and decided to ask who each pony was.

"So who are these other ponies I've heard about? Chloe, Percy, and Annabelle, is it? What do they do?" he asked.


	8. Wingboned

"I'm glad you asked. All of them are my good friends. Percy is a colt who's very sophisticated. He is really quite a gentlecolt, but sometimes he goes overboard with his manners. Annabelle is a filly who helps her family with the local clover business that gave the town its name. You may not know this, but clovers are the main produce that is grown in this town. She is also a free spirit who loves doing anything and helping any pony. And last, but certainly not least, is Chloe. She is very caring towards every pony, and runs a veterinary for pets and helps out in her family's hospital. I know you'll get to know them well, and I can't wait to introduce our friend to them!" She spent some time explaining it, and when she finished, they arrived at Chloe's.

"Me, right?" Leon asked innocently.

"Of course!" Cloud Runner responded. She knocked on Chloe's door. The door opened to reveal a light blue unicorn. She had a beautifully brushed, violet and blue mane, and tail that matched the style of the mane. Her emerald green eyes shone in the daylight. On her flank was a cutie mark showing a bandage. Chloe greeted Cloud Runner warmly.

POOMF! Leon noticed that his wings flipped open to a standing position when he saw Chloe. He quickly lowered them while his face was red and hot with embarrassment. Fortunately for him, Chloe and Cloud Runner were greeting each other, and did not notice. _That was a close one. I couldn't help it though. She was the most beautiful pony I have ever seen._ Cloud Runner then turned around to Leon, and introduced him to Chloe.

"Chloe, this here is Leon," she said.

"He… Hello," Leon said very quietly.

"Hello, Leon. It's a pleasure to meet you," she replied.

_Pleasure is one word to describe it. Her voice is angelic. She is perfect in every way._ Leon's head was filled with thoughts of Chloe. He entered her home with Cloud Runner. Cloud Runner and Draco both sat at the couch, while Leon and Chloe sat on the loveseat she had. Chloe turned to Leon, and knew that this young colt was stricken by her. She giggled under her breath. _I'll see if I can break him or if he'll be a good little stallion and tell the truth._

"So, Leon, where do you come from?" she asked in an alluring voice.

Leon sensed that she might be toying with him, judging by her sudden change in voice, to see how much of a liar he was. _Well, honesty is the best policy. Whatever she asks, I'll answer honestly._

"I came from Cloudsdale just a few days ago," he answered.

"And what did you do over there?" she challenged.

"I was the colt behind everyone else. I didn't fly fast, but I had fun anyways."

"How did you earn your flying license?" she challenged again.

"With the help of Cloud Runner. Without her, I probably couldn't have arrived in Clover Ranch."

"Can you tell me about your pet dragon?" she challenged one last time. _If he says he fought some dragons for it or something similar, he'll be a liar._

"I got it from a good friend of mine back at Cloudsdale. She's a mail pony, and received it from some school for unicorns."

_Celestia's School for Gifted Unicorns? Mail pony? That sounds like it could have been Derpy. _"Who was the pony that gave it to you?" she asked.

"My old friend, Derpy Hooves. Like I said, she's a mail pony who's been everywhere."

_This pony is much more honest than I thought. He also knows Derpy, so of course he came from Cloudsdale. I think I'm going to like him._

Just then, a knock on the door was heard. Chloe went to answer it, and in came Doc with two earth ponies beside him. They all greeted Chloe, who welcomed them inside. They greeted Cloud Runner, and finally walked up to Leon. He stood up to greet the ponies.

"Hello, good sir. I don't believe we've had the pleasure to meet. My name is Percival William Preston III, but you may call me Percy." Percy was an orange earth pony whose mane was covered by a top hat. His tail, short but well groomed, revealed the mane to be a dark blue and forest green. He wore a monocle over his right eye, magnifying the silver gleam of his pupils. His cutie mark was that of a cup of tea and a pastry of some sort. He seemed to always speak in a formal English accent.

"Why, hello stranger. I also believe we had not had the pleasure to meet. My name is Annabelle, and I help run the clover plantations here." Annabelle was a teal colored earth pony. Her mane, like Percy's, was covered by a hat, though it seemed to be for the cold. Her tail was long and bushy, matching the color of her coat with the exception of the black streak that ran through the middle of it. Her eyes were a pink color. "So tell us, who might you be?"

"My name is Leon, and I came from Cloudsdale. I work sometimes with odd jobs here and there, but otherwise don't have a permanent job." Leon continued. "Excuse me for asking, but why do you wear that winter cap?"

Annabelle looked up at the cap that matched the black and teal color scheme of her tail. "Oh, this old thing? I wear it because it was my great grand stallion's. I usually don't take it off, because working to freeze clovers is a might bit chilly."

"Well, now that we all got to know each other, I'd like to explain why we are here," said Doc. "Our friend Leon here has the cutie mark of the Phoenix, and this may either be a fluke or the real thing. So I asked you all to come here so that we could go together to Trotter Tower and find out."

"Only one problem with your idea, Doc. Earth ponies and unicorns can't stand on the clouds," debated Cloud Runner. "How are you going to get to Trotter Tower when you can't stand on the clouds?"

"Simple, Cloud Runner. Chloe and I will place a spell that allows us to walk on clouds. It lasts for three days, more than enough time to find out what the Phoenix means."

"Excuse me, what's with this Phoenix business?" asked Annabelle.

"I don't really know. But finding out how he earned this Phoenix, which never appears under normal circumstances, may point out as to how and why he received it."

With that Doc went outside, urging the group to come with him. Outside was something the group had never seen before; a hot air balloon. It was decorated extremely well, with beautiful art depicting the Phoenix in all its glory. Doc turned to look at the group, and nudged towards the balloon.

"Hop aboard. Cloud Runner, Leon, we may need your help with pulling this when we get high enough."

"So how do we know this balloon is going to work?" asked Annabelle.

"I don't know," Doc said sheepishly, "but I'm sure this would make an excellent test run."

"Not to be rude, Doc, but I don't believe that a test run now would do us much good," Percy said.

"Well, what other choice do we have? I need to get these minerals up to Leon's home for his dragon. Besides, this could be a chance for all of us to see this beautiful city." Doc started getting in the balloon. "Well, shall we?"

"Why not?" Chloe responded.

With that she climbed in. Annabelle also went in, being cautious not to knock over the minerals. Cloud Runner, Leon, and Draco also climbed in, knowing that they would enjoy showing them around the big city. Only Percy remained outside the balloon, and he hesitated to enter. Finally, he placed his foreleg in, then the other, and fully entered. With that, Doc pulled a cord hanging from the balloon, and they lifted off the ground.


	9. The Highrise

"So, would you mind telling us about the city, Cloud?" Doc asked.

"Sure thing! Right now we'll be rising to the outskirts of the city. We'll see Trotter Tower from there. Just follow me, and we'll be there in no time. So what's this spell of yours that lets you walk on the sky?"

"It's a spell that requires at least two unicorns two perform. That's why I gave Chloe the book where I learned it from. I'm sure you've perfected this technique already, Chloe?"

"Yes. I have had time to try it. It worked, but we can't test it on the ground," Chloe responded. She then turned to Leon. "So, Leon. How are you enjoying Coltifornia so far?"

"I haven't seen much of it, but for now it's awesome! I recognized some buildings when I first came into town, like Trotter Tower. But from what I heard, it served no real purpose," Leon replied. "So, Percy, what do you do at Clover Ranch?"

"I help to run a restaurant. The very best, considering that the produce comes from the best." He motioned to Annabelle, who blushed and giggled at the comment.

"That's sweet of you to say, honey. But it's nothing really. Ponies just love clovers, though ours are grown freely and without tampering until harvest," she replied.

"So, Leon, you didn't tell us about your cute friend there. What's his name?" asked Chloe, referring to his dragon.

"His name is Draco, and he just hatched after I came back from flight camp. He's a messenger dragon, who can send and receive letters quickly," replied Leon.

"Fillies and gentle colts. Introducing to, our lovely city in the sky, Caelum Lux," Cloud Runner said. She raised her foreleg and pointed to Caelum Lux in the background. All the ponies excluding Cloud Runner and Leon marveled at the sight. They had never seen this lovely city, and here it was in all of its majesty.

"Before we get off, Chloe and I have to place the spells on you." Doc, accompanied by Chloe stood with their horns pointed at Percy and Annabelle. They closed their eyes, focused on the ponies in front of them, and began the spell. Their horns glowed, and a ring of light formed around the tip of each horn. The ring got larger, and then exploded outward. The light shone on Percy, Annabelle, Chloe, and Doc.

"The spell was successful," Doc reported. He then stepped out of the balloon and onto the cloud. The other ponies followed, noticing that the spell had indeed worked. They felt the cloud on their hooves, which felt much plusher than grass. They tied the balloon to Leon's chimney. Leon and the group went inside his home, dropped off the minerals and Draco, grabbed his amulet, and headed out on their way. "What's that?" asked Doc.

"It's my amulet. I don't know who gave it to me. But it reminds me of home." Leon answered.

"So, Cloud Runner," Doc continued, "would you care to lead the way?"

"Yeah, sure thing." She led them through the outer city, where the library and flight camp were located. "Remember, Leon? We made it just on time and earned our cutie marks and flying licenses!"

"Yeah, I almost didn't make it. Glad to know you helped me with that." Leon was referring to the derby that he nearly failed.

They continued through downtown, passing by the many shops and restaurants, all operated and occupied by Pegasi. They passed by the weather factory, an industrial looking building that made all the rain, thunder, lightning, and rainbows that would dot the sky in locations where they were required. Both Leon's and Cloud Runner's parents worked in the factory, and worked in the lightning and rainbow manufacturing.

After passing the weather factory, they saw Trotter Tower just up ahead. They all trotted towards the tower to get a better view of it. It looked more like a pillar than a building, but unlike most buildings at Caelum Lux, this one was not built with clouds. Instead, it was built with a crystal base, and lined with a red, luminous material that glittered brightly in the sky. This red material was used to attract Phoenixes to nest. The building allowed visitors, but the visitors were not allowed to touch anything. The six entered the building, and were surprised to note that it was completely empty. The inside was naturally lit with the sun, and it reflected off the red material.

"So where did you want to look first? Doesn't look like there's anything important here," Leon reported.

"Well, something must point to the Phoenix cutie mark. Look for inscriptions of any kind on the walls. We'll get the bottom floors. Cloud Runner, take Leon with you to the higher floors." Doc examined all four sides of the building, but found nothing. Soon, every pony else began the search for any writing of any kind. Leon wondered to himself. _That book I read when I first came here, it said something about the prince being left here to be safe. If they wanted to keep him safe from any pony, I believe they would have put him on the top floor._

Leon flew up the holes in the center of each floor, a building method for Pegasi to get to different floors more quickly. He flew to the top of the building and positively identified the information he was looking for. He landed on the floor, walked up to the wall where the inscriptions began. _This is the same language that I studied at Cloudsdale. What was it called again? Pig Latin? No, that's stupid. I'm pretty sure it was Pony Latin._ He studied the inscriptions for a while longer.

_Si invenimus Phoenix signifer audi obsecro. Ego non multum temporis supererat agger renatus fuerit denuo ex quo cinere. Cuius latus quaeras Phoenix et spiritus depinxit concordiam pacis spiritus._

_Collocare Spiritibus harmonicum, Phoenix portantis. Semper vera. Semper fideles. Semper generis. Semper generosum. Semper felicem. Semper-. Haud illi matrem et expectans te Phoenix ministraret._

_Collocare Spiritibus Pax, tam, Phoenix vexillifer. Semper sapientem. Semper liberum. Semper amare. Semper pertinax. Semper versus meliora. Semper renascitur. Bonorum animos in circuitu regni latebit._

_Hi spiritus, quando simul, sibilabo reditum novum principem, qui suus 'antecessoris, Princeps Sol Rimor relictus erat hic autem die fabula eventuum hoc horribile tumultu._

_Dicat ipse surrexit a debita Alicorn cinis rursus fortunam regia stirpe se ostendere et heres regni exsurgens de cineribus suis. Ille Phoenix principis imperium iterum in pace terram illam oblivio._

_Postremo, Phoenix vexillifer, caue de Tyranno Don, et utantur phylacterium._

He moved along the wall, and when he had finished reading, he flew back down to the first floor.


	10. The Last Will

Leon flew down the center of the building, slowing his descent when he arrived closer to the first floor. He landed back on the first floor, where the other ponies had been looking for clues. He announced to them that the inscriptions were on the top floor. The other ponies groaned in dissatisfaction.

"That's about a hundred floors up. It'll take a while to get up there," said Annabelle.

Leon thought for a moment. "I got it. I'll get Cloud Runner and come right back." He flew up the center yet again, looking for Cloud Runner on each floor. He came to the floor where Cloud Runner was looking for clues. He called her over, and she came trotting towards him. "Hey, Leon. What's up?" she asked.

"We found the inscriptions on the top floor, but we need your help to bring every pony up to the top." They both went to the center and jumped through. They glided down to the first floor. Every pony was waiting for them. They thought about how they would fly up.

"We need to ride on your backs," Doc said to Cloud Runner and Leon. "Who wants to go first?"

Every pony hesitated, until Annabelle came up. "Well, I've never flown before, but it sure does sound like fun!" She went up, and Doc came up afterwards. Doc climbed on Leon's back, and Annabelle climbed on Cloud Runner's. Both Pegasi took off, and flew a bit slower than they usually flew, but it was enough to get up to the top quickly. The Pegasi headed back down to bring up the remaining two ponies.

Chloe, having stayed behind the first time, headed over to Leon, and climbed on his back. _Yes!_ Leon thought to himself._ She climbed on my back!_

POOMF! His wings stiffened upwards and his face blushed again, but he quickly hid the fact by launching from the ground and flying towards the top. He arrived there more quickly than he did with Doc. He reached the top floor and landed gently. Chloe hopped off and thanked Leon. Cloud Runner came up seconds later with Percy. He thanked her, and hopped off gently.

"So, where are the inscriptions?" Doc asked.

Leon showed them to where the words began on the wall. Doc, looking at the inscriptions, turned around and shamefully announced that he could not translate them. Leon then admitted that he did understand Pony Latin, and began to translate the message on the wall.

_If you have found this, Phoenix Bearer, then please listen. I don't have much time left before I turn into a pile of ashes where I will be reborn once again. The one whose flank depicts the Phoenix must search for the Spirits of Peace and the Spirits of Harmony._

_Locate the Spirits of Harmony, Phoenix bearer. Always true. Always loyal. Always kind. Always generous. Always happy. Always-. They will be near the motherland, and are awaiting the arrival of you, the Phoenix bearer._

_Locate the Spirits of Peace, as well, Phoenix Bearer. Always wise. Always free. Always loving. Always persistent. Always toward better things. Always reborn. They will be hiding as loyalists in and around the kingdom._

_These spirits, when together, will signal the return of the new prince, whose ancestor, Prince Sol Rimor, was left here to pass on the tale of the events of this horrible uprising._

_Let he, the destined Alicorn, rise from the ashes to come again to reveal himself and the fate of the royal family, and will be the heir to the throne, rising from the ashes of the family. He, the Phoenix Prince, will once again rule this land in the peace that it forgot._

_Lastly, Phoenix Bearer, beware of Tyrant Don, and use the amulet._


	11. The Fire Within

He had finished translating, and stood there with his head low. All the other ponies stood stunned, their eyes wide with shock. They looked at Leon, who was still looking down. _I'm the Phoenix Bearer. I have to find the ones mentioned in the inscription. The Spirits of Peace and The Spirits of Harmony. Where do I look? What is an Alicorn? And who was Tyrant Don? If I want to return the fair and rightful rule of the family, I have to find these Spirits. What do I tell my friends?_

"When I read the inscriptions, there was a part rubbed off regarding the Spirits of Harmony," Leon stated after a long time. He still hid his face. "Near the motherland. Where would that be, Doc?"

"Well, this city came up when Pegasi from central Equestria, mainly around Canterlot, migrated westward and formed the kingdom. Maybe around Canterlot, or the small settlements around there. You're not actually thinking about looking for them, are you?"

"Honestly, I am. But not now. For all we know, these spirits may not even exist anymore. But I will try to find them. I know I'd be asking so much from all of you, but maybe you could help me." Leon looked at all of them with a concerned look on his face.

They all looked at each other, unwary about what task they would be facing here. They then turned to Leon. Cloud Runner was the first pony to respond. "If it means this much to you, then I'll be with you every step of the way!" Leon smiled hearing her approval.

Chloe then came up. "I want to help too. I'll always be there to help any friend. Especially you, Leon." Leon's eyes glowed warmly hearing her statement.

Percy then stepped up. "What kind of gentlepony would I be, if I ignored a pony in need? Of course I'll help!" Leon felt his body stop trembling. He stood taller than before.

Annabelle followed Percy, and turned towards Leon "Sugar, I wouldn't have it any other way. I'll be there for you closer than two rabbits making babies in a sock!" Leon didn't understand what that meant, or what it had to do with rabbits making babies, but his breathing became normal again.

Doc finally came up to him. "Leon, even if these spirits don't exist anymore, I'll help you with anything where knowledge is required." Leon felt himself think clearly again. After all of his friends decided to join him, Leon had complete control of his body. They began to leave Trotter Tower, until they heard a deep, evil laugh.

"Well, well, isn't this precious? A colt and his friends think that they could find the Spirits of Peace and Harmony and bring back the Prince. I don't think you would ever find them. But I think I should just end your journey now and spare you the humiliation." This voice had a great darkness in it. Then out of the ground came a hoof, then another, and finally a stallion's head. It was a dark gray color, with a black and red aura glowing where its mane should be. The stallion then phased fully through the floor. He stood there, glaring a gaze that showed the cold-blooded nature of the stallion.

"Allow me to introduce myself. I am Don the Tyrant. And I will be the stallion that's going to kill you today." He spoke with a deep, Siberian sounding accent. He obviously had no morals, and had a bloodlust that needed to be famished. "Why else do you think no pony comes in here anymore?"

All six ponies stared with fear at Tyrant Don. They could not move other than the tremble that shook deep within their spines. Leon then stepped up to face Don. "Hey! You don't know who you're messing with, so just back off now and I won't have to end up fighting you!"

Don laughed even more now. His voice roared with laughter, and he headed toward Leon. "I guess you shall be the first to die."


	12. The Phoenix Warrior

Leon, having remembered the inscription, retrieved the amulet from his back, opened the box, and placed it on. Don, seeing this, stared in surprise at the amulet. "What! Impossible! I had that amulet destroyed long ago!"

"Might want to check what else you're wrong about then." Leon locked the amulet around his neck. The amulet, having sensed the one who put it on, shone a bright red and orange color. Leon then glowed with it, floating up into the air, stretching his wings out. He instantly grew in size, about the size of a full-grown stallion. His hide changed from the light silver-gray it was to a bright golden-yellow. His mane and tail caught on fire. His eyes changed from the calm, golden color they were to an angry, fire red. His wings were now larger than before, and before he knew it, he had undergone a powerful transformation. He had become a Phoenix Warrior, the guards of the royal family.

The Tyrant, now watching in surprise, held his ground against Leon. Leon shot through the air faster than sound, gathering a huge trail of fire. He tackled Don down to the ground, beat at him with his forelegs, and kicked him with his hind legs. Don regained his strength, and shoved Leon off. Leon quickly recovered, and roared in the voice of a ferocious and angered lion. He landed on the ground, and readied a charge by striking the ground with his hoof. Don, now recovered from the barrage of strikes, stood up now. His anger flared all over, judging by his mane flaring in black and red.

"Get out of here. It's going to get bloody," Leon ordered his friends. Something was different about his voice. It was deep, commanding, frightening. They complied without hesitation, and left Trotter Tower.

Leon then turned his attention on the demonic stallion, who had readied himself to charge. They stared each other down. One stallion whose eyes were red with black streaks and one whose fire red eyes remained calm. They both charged at each other, travelling at full speed. Leon then smirked, and sprung his trap. He opened his wings, flew low to the ground, and tackled Don. He then lifted Don up with the momentum from his flight, and flung him to a column in the center of the building. Tyrant Don tried to stand up, but was too weak. Leon approached the stallion, and struck a hard blow to Don's muzzle with his foreleg. The blow caused Don to knock out, and he lay bleeding from his mouth.

Leon then shone the amulet on Don, who now lay there unconscious, bruised, and bleeding, and placed a curse on Don with the ring of fire that blazed off his tail and mane. Leon then looked down at Don. "You have been trapped here by my fire. I don't know how long it will last, so listen closely. I will come back when I find the Spirits, for it is impossible to kill you now. And I will have the prince personally execute you for your resistance against him! Understand this, as the will of the prince!" Leon's voice was deep, powerful, and threatening to Don.

"You... fool... you can't... kill... me." Don coughed and hacked weakly.

Leon turned back to him. "Like I said, I won't kill you. That honor is reserved for the prince. But for now, consider this death row."

Don fell back into unconsciousness. Leon, satisfied with the tyrant weakened, took off into the air, and stopped at the top floor. Leon had then set the entirety of Trotter Tower's interior on fire. Finishing that, he finally left Trotter Tower, and shut the doors so that no pony would know what had happened. He shone his amulet on the door, and fashioned a lock made of fire. When he left, he removed the amulet, returning him to his normal colt state. He then placed the amulet back in the box. The other young ponies came running up to him, amazed by what they just witnessed. They asked him about his transformation, his attack on Don, and about the amulet. Instead of answering their questions, he informed them about what they would have to do.

"We have to find these Spirits. We should start with the ones around here first, and then head to Canterlot to find the others. We don't have much time, maybe two or three years before the fire burns out. I know what happened to me in there, but I know I can't defeat him alone. Would it be all right to start the search tomorrow?"

"Yeah!" they all shouted. They all hugged each other, and headed to Leon's house.

Leon welcomed them inside, and asked them to make themselves at home. Draco came out of Leon's room, and welcomed him by licking him. Leon laughed and placed the dragon next to him on the couch. He went into the kitchen, and a few minutes later came out with six sandwiches and a cup of quartz. He handed each pony a sandwich, and placed the cup of quartz in front of Draco. He then proceeded to enjoy his sandwich. All the other ponies tasted their sandwiches as well, and when they did, their eyes widened. He instantly thought that they did not enjoy their sandwiches, but they then devoured their sandwiches in one more gulp.

"Amazing! What is in these sandwiches that make them so delectable?" Percy asked.

"Well, shut my mouth! I do declare that these sandwiches take the cake! Don't y'all agree?" Annabelle exclaimed.

"Oh, it's nothing really. I put a small sugar cube in every sandwich I make," Leon explained. "Up in Cloudsdale, we would make sugar all the time. We still do that here."

"Leon, these sandwiches are delicious. I just love a colt who knows his way around a kitchen," Chloe said.

"Yeah! These sandwiches are incredible!" exclaimed Cloud Runner.

"It really eases my mind," said Doc.

"Yeah. Me too. The reason we came here is so that we can discuss which Spirit we should try to find first. Wisdom, freedom, love, persistent, towards better things, and rebirth. I was thinking the wisdom one may be the easiest to find, so we should do that one first," Leon explained.

"Maybe. Where would Caelum Lux's smartest ponies meet up?" asked Percy.

"I don't think we can stay here for too long. After all, the spell we placed will wear off," said Doc. "otherwise we may get stuck up here with no way down."

"Yeah, I hear ya. Might want to head down now, it's getting late anyway," Cloud Runner advised.

"Yeah, I'm fixing to hit the sack soon. Tomorrow, I reckon I'll help y'all search for this Wisdom Spirit. I'll be getting along now. See ya!" said Annabelle. The other ponies said their goodbyes, except for Chloe...


	13. Inceptions and Fantasies

"I'll be right there!" she hollered to the others. "Hey, what you did back at Trotter Tower… that was really brave of you. Thank you."

"It was nothing, really. I just acted without thinking," he responded.

"Well, if you hadn't acted quick enough back there, who knows what he could have done to us. If it was nothing, I wouldn't be thanking you."

"Yeah, I guess we wouldn't be here." He chuckled a bit, out of both humor and shyness. He hadn't been alone with Chloe before, and wanted to do something about it. Chloe seemed to notice this, and decided to help him out.

"I think I know what you're thinking about," she teased. He looked back at her, fear having taken over his body. She giggled at his shyness. _He hasn't been flirting with Cloud Runner, at least. I should do something. I know._

She then leaned over and kissed him romantically, and he was caught by surprise. He quickly followed through, and it went for a good moment. POOMF! His wings had gone up yet again, and he noticed her horn glowing very brightly for a while. When they had finished, they both blushed and giggled sheepishly.

"I'm… SO… sorry you had to see my wings do that. It just happens when something good happens to me," he explained.

"It's… all right. I'm sorry you saw my horn glow like that. It happens when I'm really happy, kind of like what your wings did right now. In a strange way, I'm flattered," she responded.

He placed his wings down. _Smooth move, hotshot. You just offended the pony who kissed you. What a way to make a first impression._

She caused her horn to stop glowing. _Great. Now I probably have him thinking of me as some kind of common horse. I hope he doesn't._

"Thank you. You've made me one very happy colt."

"And me one very happy filly."

"So… we'll… see each other soon? Like, together, again?" Leon asked.

"Of course." She got up to leave, and Leon opened the door for her. "I'll see you later."

"Yeah. I'll be seeing you." He stood taller than before.

As soon as she left, he shut the door and he let out a sigh a pleasure. He flew up to his room, full of joy. His back faced the floor, and it was almost as if he swam through the air. He finally went in, lay on his bed, and was filled with thoughts of Chloe. But somehow, these thoughts were replaced with thoughts of sleep. _Wait, I'm not thinking about sleeping. What's… going…? _ He could not even finish his thought before he eventually passed out.

He woke up in a pasture. He looked down, and saw the ground littered with grass and clovers. _What? I was sure I went home. What the heck's going on?_ He stood on all fours, and proceeded to find out where he was. He walked a few steps forward, and saw that he was just outside Clover Ranch. He saw a bright light, small but easily noticeable, fly directly past him. _What could that be?_ He followed the light, which was fast but not fast enough to outrun Leon. "Hey, wait up!" He noticed that his voice echoed throughout after he spoke.

The light that he followed soon stopped and took the shape of a mare. A pony with wings, he saw. Then he saw it grow a horn as well. _What? That's impossible. It can't be a unicorn and a Pegasus. _He came up to the mare, and saw that she indeed did have wings and a horn. The, whatever the heck it was, had light emanating from her everywhere. But that was all it was. She had no other details.

The silhouette turned to Leon, and its eyes began to take form. Another two lights appeared on the mare, but they were purple colored. The thing looked down at him, with a feeling of both care and seriousness. "So, you are the Phoenix Bearer?" she asked.

"Yes, I am. My name is Leon." He looked back up, and she shook her head.

"The Phoenix Bearer is the one with the amulet that, when worn, will give him great power."

"I have placed the amulet on. I used it to trap Don in Trotter Tower. But I know it will only stall him."

"True. Do you know what you must do next?" she asked

"I must find the Spirits of Peace and the Spirits of Harmony. I just don't know where to begin looking," he asked.

"For the Spirits of Harmony to be found, you must wait five years. They have not realized themselves yet, but will soon. The Spirits of Peace will be your first priority. Seek first the Spirit of Wisdom. He will be located in what is now known as 'Clover Ranch' running a school for young foals. When you do, I will inform you of the next Spirit to search for. Leon, you must bring back the prince if Tyrant Don is to be defeated. These ponies live in fear every day, and know that should he be released, he would enslave all of them. Do you accept this task, Phoenix Bearer?" she asked.

"Yes, of course!" he responded with enthusiasm. The mare's eyes then showed happiness, and turned to leave. "Wait! Tell me who you are, please."

She turned around, looked at him, and responded. "My name is Celestia, Princess of Canterlot. And with you locating the Spirits of Peace, I will find and teach the Spirits of Harmony. I will see you soon, Leon." She then glowed brightly, and disappeared.

Leon spent the rest of the time he had in this strange dream to explore Clover Ranch. He saw that it was as relatively full of ponies as when he first visited. He walked around the town and decided to ask for directions. He came up to Percy's restaurant, _The Olympia._ He walked in, and saw how full it was. He went more into the restaurant, and was stopped by Percy.

"Good day, Leon. How do you do?" asked Percy.

"I'm good. Sorry to interrupt, but where would I find a school down in Clover Ranch?" he asked.

"The only one down here is The Clover Field School for Foals. It's down by Annabelle's Clover Plantation. Is that it?" asked Percy.

"Yes, thank you very much." He waved goodbye, and decided to head to the school, until something pulled him up from the ground. He rose higher and higher at a lightning pace, and he couldn't control himself. He then woke up back in his room. Draco, sensing Leon awake, climbed up on Leon's bed and sat next to him. Leon looked back at him, and petted Draco. He knew where he had to go first.


	14. Flags of Our Foal-Ups

Leon grabbed his amulet and goggles and headed down the steps, where his parents were eating just before leaving to work. "I'm heading to Cloud Runner's house. I may be back late." His parents looked at him, noting the word "late" in his sentence.

"Why would you be late here?" his mother asked. "Where are you going with Cloud Runner?" She thought they might be into each other.

"It's not like that! We're going to go down to Clover Ranch to find someone."

"Clover Ranch? Why would you go down there?" she asked.

"We're going to go help some of her friends."

She sighed at hearing this. She knew that Leon could fly perfectly now, and wanted to spend time with his friends, but her protector instinct told her not to let him. Finally, she agreed that he could go down there, as long as they weren't doing anything dangerous.

Leon, excited at hearing his mother's approval, thanked her and rushed out the door. He flew straight to Cloud's house, which was further in the city. He landed on her front doorstep, and knocked. A few seconds later, Cloud Runner opened the door. "Hey Leon! So what's the deal with the Spirits?" she asked.

"We're going to have to head back down to Clover Ranch. The place we need to check is the Clover Field School for Foals," he explained.

"Near Annabelle's Clover Plantation? Got it. But which spirit are we looking for there?"

"The Spirit of Wisdom. He runs the place, but I don't know his name."

"I don't know either, but maybe some pony in Clover Ranch will." Cloud Runner grabbed her goggles and followed Leon towards the edge of the city. They each placed on their goggles, stood on their hind legs, and fell down the edge. It was always a good feeling, freefalling at top speeds through the sky with the wind blowing. They both knew when to pull up, and enjoyed the freefalling sensation. When they saw Clover Ranch in view, they opened their wings and let the wind carry them. They landed daintily on the same pasture they did the last time. They removed their goggles, then headed to Doc's house, where all the other ponies were waiting.

Cloud Runner knocked on his door, and he led them inside to a room with many maps. Every pony was seated around a circular table, looking at maps from both Clover Ranch and Caelum Lux. They all discussed the most possible for each Spirit to reside at.

"Ah, Leon. Any thoughts on which Spirit we should find first?" Doc asked.

"Yes. We need to head to the Clover Field School for Foals to find the Spirit of Wisdom."

"How do you know that he's exactly there?" Doc questioned.

Leon didn't know how to explain without sounding ridiculous. "I… um… found out from a good source."

"Then what are we waiting for? Let's go to this school and start a riot!" exclaimed Cloud Runner.

They all looked at her in surprise, their expressions clearly denying her idea.

"I was just joking. But we should head over there now, and save ourselves some time," she said.

They all walked out of the house, and headed toward the school. Everything seemed peaceful and relaxed, considering what they had gone through yesterday. They all seemed to be having a great time, laughing and conversing with each other. They came to the school, which somewhat resembled an observatory like Doc's, but instead had a bell where the chimney should have been. The building was filled with foals talking, laughing, and singing. They walked into the building, and no pony seemed to notice the group. The teacher was busy using her horn to write something on the chalkboard. The group slowly walked down the middle, and every foal had now taken notice of these older ponies amongst them. They looked curiously at the new visitors.

"Ms. Sugar Cube! You have some visitors!" a foal yelled from the back.

The teacher, Sugar Cube, turned from her attention at the board to meet the group. She smiled at them, recognizing Annabelle, Percy, Chloe, and Doc. She didn't know who the Pegasi were, but she thought it was nice to see familiar faces.

"Why hello, my little ponies. What brings you here to see me?" she asked.

"Hello, Ms. Sugar Cube. Pardon us for interrupting, but we were searching for the stallion that owns the schoolhouse. Is he here right now?" Doc questioned.

"Why yes, I believe he is. Is this an important matter?" she asked.

"Yes, it is. Thank you very much," replied Doc.

They said goodbye, and walked into the hall through the side of the classroom. They walked down all the way until they reached the headmaster's office. "So who was that mare? I mean, she's a teacher, but were you her students?" Leon asked.

"She was probably the best teacher we've ever had. We went hog wild when she was our teacher. She even helped me earn my cutie mark," responded Annabelle. She then showed them all her flank. Leon had noticed something he had not seen at first. Her cutie mark was a four-leaf clover, but because of her coat and the color of the mark, it was a bit difficult to see. They then knocked on the office door. They heard someone coming from inside. The door opened to reveal an earth pony with a box on him.

"Hello. May I help you ponies?" he asked.

"Yes, sir. We were wondering if you ran this schoolhouse," responded Leon.

"Yes, I do. Anything you need?" he questioned.

"Yes, sir. This may sound ridiculous to you, but we are looking for the Spirit of Wisdom. He was to give us an amulet when we found him."

"Spirit of Wisdom? I don't know any Spirits. Are you sure you're at the right place?" asked the headmaster.

"Maybe not. Sorry to waste your time," Leon said. They turned to leave, but the headmaster had called them.

"Hey! Did you say you were looking for an amulet?" he asked.

"Yes. Do you know where it's at?" Doc asked.

"Yes I do. But if you would be kind enough to help me out with something, I will give it to you." The headmaster looked at them expectedly now.

"Depending on what it is," replied Cloud Runner.

"I need your help teaching the foals in Ms. Sugar Cube's class. And I need someone to figure out the answer to this complicated problem I have," he asked humbly.

"Doc and I can help you with your problem. Cloud Runner, Chloe, Annabelle, and Leon can help teach the class," answered Percy.

"Yeah! We're great with children! Especially considering we were in this class," stated Chloe.

"All right! Let's do this!" cried out Leon.


	15. Pony Tales

Chloe, Leon, Cloud Runner, and Annabelle headed back into the classroom. They walked in on one of Ms. Sugar Cube's lectures.

"Sorry to interrupt again Ms. Sugar Cube, but we want to help run your class today, if that's all right with you," Chloe asked.

"Of course! They are learning about the Summer Sun Celebration, which will be coming in three months. We're also discussing about some of the cities away from here, like Canterlot," she explained.

"No problem! Annabelle and I can teach Canterlot and the Summer Sun Celebration. Leon could tell them about Cloudsdale, and Cloud Runner could tell them about Caelum. If you'd like, Ms. Sugar Cube, let us handle this class while you take a break from all this," Chloe advised.

"Well, as long as you know what the lessons are, I'll allow it. If you need any help, I'll be in the lounge area." Ms. Sugar Cube then left, leaving the class of foals to the four ponies.

"So, young fillies and colts, what would you like to know about first?" Chloe asked.

The classroom remained silent. None of the foals had spoken up, and it caused a moment of awkwardness for the four ponies. One of the fillies started hiding behind her hooves, waiting to get this over with.

"OK, how about we tell them about something first? Annabelle, would you like to go first?" asked Cloud Runner.

"All right, every pony. I'm gonna lay the bitty bit that I know about the shindig on all y'all." Annabelle cleared her throat. "It's a mighty fine day, in fact the longest day of the year, and on that day every year, Princess Celestia raises the sun, and every pony watches and cheers. They even celebrate with a big, fancy party and stay up till the roosters sing! That's about all I got. How about you go next, Leon? Tell them about Cloudsdale."

"Um… OK." Leon took a deep breath. "Cloudsdale is the city in the sky that I originally came from. It's not very big, but it has a weather factory that makes lightning, thunder, and rainbows. It also has a big stadium where Pegasi like me race against each other or compete in other flying competitions. The city has a flight camp where young Pegasi earn their right to fly. Cloudsdale is the sole provider of weather around central Equestria. That's about it for me. OK, now how about you, Cloud Runner? Tell them about Caelum Lux."

"What…? Oh, Ok. Well, if you don't know about my hometown by now, you will. C.L. is the biggest cloud city in Equestria. It was once ruled by kings and queens, but after a war, was left in the hands of the citizens left there. Like Cloudsdale, C.L. has a weather factory, a flight camp, and has the most Pegasi citizens in all of Equestria. All right, that's it from me. Take it home, Chloe!"

"Glad to. Canterlot, as you may already know, houses the royalty of Equestria. The city is known for its sophistication, glamor, and large unicorn population. In fact, I went to Canterlot to study the arts of healing at Princess Celestia's School for Gifted Unicorns. That's the reason I am a veterinary and sometimes a nurse at the family hospital. In fact, I even met the Princess on one occasion, when I healed many of the ill unicorns at Canterlot. She thanked me for the help, and that's when I realized that I should help ponies and creatures in need. Any questions about what you learned?"

The class stayed silent. They looked at all four ponies with wide eyes. The filly that hid behind her hooves was now keeping her head down in shame.

"Did we do something wrong?" Leon whispered, gesturing at the filly.

"I'm pretty sure we were supposed to keep them occupied for the rest of the day," responded Cloud Runner.

"What do we do now?" asked Leon.

"Hmm… I got nothing," responded Annabelle.

"Me neither," answered Chloe.

"I think I got an answer! Let's tell them about what we've been doing for the last two days!" Cloud Runner exclaimed.

The foals now picked their ears up; curious to find out what these ponies did in two days. The ponies saw how interested the class had suddenly become in their adventures. The filly that had been hiding the whole time now picked her head up, with more easiness in her now.

"I guess that's a yes," Leon said. He continued. "Well, we were all doing our usual routines. I was staying at home, and noticed that my dragon at home was hungry and needed food. So me and Cloud Runner had readied our wings and skydived all the way down Clover Ranch, where I met the most amazing ponies. They told me my cutie mark here," he showed them his flank, "was a Phoenix, and that it was extremely rare. So we went back up to drop the food off, and headed to Trotter Tower, where we found out that we have to find the Spirits of Peace and the Spirits of Harmony. That's why we came back down here!" He explained, and went outside the class and came back with a glass of water. "We came back to find the first Spirit; the Spirit of Wisdom. True story." He smiled, raised the glass to all of them, and drank the water in one sip.

Every pony, including Leon's friends, had all stared at him in admiration and amazement. The filly in the back of her class raised her hoof. Leon looked at her in surprise. "OK. You had a question? What's your name?"

"Chloe! You haven't introduced me to your friends, yet? Well, my name is Claudia, and I'm Chloe's sister. So you said you ponies were looking for some Spirits. Sounds very suspicious… are you all thieves?" asked the filly. She had a light red coat, with a blue mane with streaks of black styled similarly to Chloe's, but shorter in length. Her tail was the same color as her mane. Since she was just a filly, she did not have her cutie mark yet.

"Claudia, you know for a fact that I wouldn't be with thieves. It's just wrong to think I could deceive you. And yes, we are looking for these Spirits. Fortunately, we know that one of them is here somewhere." At that moment, Doc and Percy came running inside the classroom.

"Every pony head outside now! Hurry!" Doc yelled out. Every pony fled the schoolhouse, and wondered what was going on that they had to flee. There was frantic yelling and screaming coming from them and they feared the worst would happen.


	16. Double Rainboom

They were waiting all outside, waiting to hear why Doc and Percy's sudden intrusion was so important. They stood alert, and when the headmaster came out, he was smiling for some reason. _Why is it that this stallion is smiling like a maniac? Did he put a bomb that would destroy the building?_ Leon thought to himself, but immediately dispelled those thoughts.

"What's going on?!" yelled Cloud Runner. "Why did we leave?!"

"Something big is about to go down. Apparently, the headmaster saw in a vision of his that there was to be a very big event to happen right now," Doc explained.

Leon, overhearing the word the mention of a vision, looked at Doc with a quizzical face. "Did you say vision? By any chance did this vision have Princess Celestia in it?" he asked.

"How did you know? Yes, it did. He told me to be prepared for an explosion of light and colors, which means one thing. He said that when this explosion comes, something would be revealed to us. He didn't know what it meant, so he asked us. The only logical answer to this would be if it were a… a…" Doc did not finish his statement.

"A bomb?" asked Chloe.

"A volcano?" questioned Cloud Runner.

"A storm?" Inquired Annabelle.

"An Orbital Friendship Cannon?!" Leon yelled out.

"No. no. no. And a what? No! It's a… a Sonic Rainboom!" Doc yelled.

Just then, a huge ring of light approached Clover Ranch from the east. It was a dazzling display of colors and light, but what it could cause shook fear into the very core of the ponies who witnessed. The ring of light passed over their heads, and they watched in astonishment.

"Whoa! So intense!" one of the students said.

Leon's amulet shone a bright red color. The headmaster also shone a bright and dazzling green color. The headmaster's eyes shone as well, and as soon as the ring of colors passed, he stopped glowing.

"WHAT THE FU-"

BOOOOOOOOOOOOOOOM!

Leon was cut off midsentence by the loud noise that followed the ring of light, but could not catch up to it. They all covered their ears with their hooves. They looked up to see if it was over, and when it was, they stood in fascination. They all cheered and yelled, as opposed to the cowering they were just doing a while ago.

They all turned to the headmaster, who had been glowing at the time of the Sonic Rainboom. He stood there, glowing slightly in his eyes, and the glimmer of light then ceased as he returned back to normal. He turned to the six ponies, looking at them with a serious face.

"Yes, I realize it now. I received word from Celestia that something like this would happen, and when it did, it would give me all the answers. I know why you are all here, and that one of you is to receive the amulet. I just need to find out whom though. That is why I am going to assign a task for you to complete. Whoever completes this task in the wisest way possible will be bestowed the amulet," he explained.

"What exactly is this task?" Doc asked.

"I require one of you to find what is really needed in education. Something more important than anything else. What is it?" he questioned.

"The ability to talk other ponies exceptionally well?" answered Percy.

"Experience?" answered Annabelle.

"Endurance?" answered Cloud Runner.

"Kindness?" answered Chloe.

Leon did not bother to answer, as he remembered that the amulet was not to be bestowed upon him. He then thought about what this test was going to prove to anybody, other than it being a waste of time.

"I know. It's not one thing, but three things. Truth, belief, and proof. Truth is important for the main reason that if it is a lie, it is not knowledge. Belief is necessary as well because if no pony should accept it, knowledge cannot and will not spread. The proof is the final key, so that if there is any doubt about the fact, it can easily be erased and accepted." All other ponies looked amazed when Doc had explained this, but were initially not surprised. They somehow predicted that should Doc receive any amulet, it would have been Wisdom.

The headmaster looked at him expectedly. "I'm not surprised. Your friends seem to know you are the wisest one of the group. They believe it, accept it as a fact. They know you have a library, which proves you are an intellectual. Even I saw it when you predicted the Sonic Rainboom. I believe I have something to give you." He went inside and came back out with the amulet.

"Doc, you represent the new Spirit of Wisdom. When the time comes, you will help the prince with the power that this amulet holds. Until then, guard this with your life." He then placed the amulet around Doc's neck, and it shone a bright green when Doc placed it on. "The next Spirit you must seek will be near an underwater settlement. With this amulet, you will gain more magical abilities, one of which allows you to search for the Spirit. I wish you the best of luck on your journey." He finished explaining, and gathered the students back inside the classroom.

"Which Spirit is it?" asked Leon.

"I do not know. Celestia may inform you on their identity." The headmaster then turned around, but not before Leon stopped him.

"Wait, what's your name?" asked Leon.

"My name is Venture. Again, good luck on your journey." He then headed inside.

The six ponies stood outside, wondering about the next task at hand.

"We should discuss about what to do tomorrow. He said the next Spirit was near an underwater settlement, whatever that means. You think you could find a spell on how to breathe underwater, Doc?" Leon asked.

"I have enough time. He said this amulet heightens my power, so I will be able to pull it off. But I've never heard of an underwater settlement, though. Maybe he was mistaken, but I still think we should wait on this. I'll see what I can do for now." He said goodbye, and left home.

"I don't want to leave yet. You think you guys could show me more around town?" Leon asked.

Chloe looked back at him. _My, he really enjoys the time he spends anywhere. I want to be the one to show him around town. Or, if it all goes well, him taking a stroll with me all around town._

"Of course, Leon! I'd be honored to take you around town!" replied Annabelle.

Chloe looked at her in shock, which was later replaced by disappointment. _Annabelle, I know you mean well, but I kind of wanted Leon to walk me around town._

Leon, looked at Annabelle, and smiled at the welcoming behavior and help she offered. "Thank you, Annabelle. I think Percy, Cloud Runner, Chloe should also come along, too. I need all the help I can get around here."

"That's fine by me! Let's go hog wild all around Clover Ranch." Annabelle then proceeded to show him around town.


	17. Tour de Ranch

Annabelle led the way around the town, with Percy next to her, Cloud Runner behind both, and Chloe and Leon trotting together in the back. Chloe looked a bit frustrated, and Leon wanted to make her feel better.

"Hey, is something wrong?" he asked.

She turned back to him. "I wanted to be the one to show you around town. You know, just the two of us. Annabelle means well, but still."

"And that's why I had you come with me. I wanted to spend time with you as well. For now, though, let's let Annabelle take charge here. After she's done, then we can stroll down the rest of town. Sound good?" he asked.

"Of course, Leon. Thank you," responded Chloe.

The group first stopped at Percy's restaurant, _The Olympia._ Annabelle began to explain about the restaurant. "Well, this here is Percy's restaurant. It ain't much to look at, but they serve delicious food nonetheless."

Percy was horrified at the comment. "I beg your pardon? My restaurant is not repulsive, or offensive in any way. What are you trying to say about my restaurant, Annabelle?"

"I'm not saying that your restaurant is sorry, but it ain't the size a proper restaurant should be. No need to get your feathers ruffled." This caused Percy to be angered even more, but he managed to hold his temper.

They continued heading down the town, where they passed by Annabelle's Clover Plantation. "This here's my pride and joy. This here plantation supplies the entire town with a very good supply of clover, the most consumed item here."

"I'm surprised anyone would want to eat clovers from here, considering that they're grown from a pony that's foolish enough to wear a ridiculous winter cap in the Spring." Percy insulted Annabelle, and she turned on him.

"I told you, I never take this hat off. And how dare you call it ridiculous! My great grand stallion gave me this cap, and it's to help when I freeze the clovers for preservation. At least I ain't like a bump on the log sitting in a restaurant all day!" she struck back.

"Didn't your family teach you in that southern drawl of yours the phrase _Don't let your mouth overload your tail_? You're doing a terrible job at it right now, acting like a common horse." Annabelle got so angered at the statement, that she had steam coming out of her ears.

"Percy, I've told you many times before that my family and I are Midwestern! Stop being a pansy, or be like the old pony that fell out of the wagon, and get on out of here," she demanded.

"Annabelle, Percy, let's not do this," Cloud Runner interrupted.

"I'm terribly sorry, Leon, but if you want to continue this tour with this Southern Belle, then that's OK. But as for me, I'm leaving. Goodbye." With that, Percy left back in the direction of his restaurant. Cloud Runner then turned on Annabelle.

"What was that about? You didn't have to send the poor colt away. If you didn't mean to insult his restaurant, you could have apologized," she lectured.

"You're right. I could have. But that feisty pony had insulted my cap and my plantation. Let him carry on all he wants, but I ain't apologizing," responded Annabelle. "I believe the tour is over, ponies. I'm sorry I had to end it early, but piddling out here all day isn't gonna get those clovers harvested. I'll be seeing you later." She headed towards the storehouse of the plantation.

"What was that?" Leon asked.

"Naturally, those two ponies are the exact opposites of each other. Therefore, they seem to have the most tension between them than between any of us," Cloud Runner explained.

Leon turned to look at Chloe, who returned the concerned look. "Don't worry. That won't happen between us," Leon stated. Chloe felt a bit reassured at hearing that, but was still worried at the argument between Percy and Annabelle.

"We've got to help them. They're our friends, and they shouldn't be so angry at each other. Any ideas as to how we can solve this?" Chloe asked.

"What if we asked each of them to come to a certain location, let them apologize to each other, and then we all get along again?" Leon mentioned.

"That's good, but we have to pick a place where they'll agree to go. _The Olympia _and Annabelle's Clover Plantation are out. Where else would be a good location to forgive and forget?" questioned Cloud Runner.

"I think somewhere good for that would be in a quiet, peaceful environment. Maybe the outskirts during sunset. Or the beach, with its soothing waves and relaxing sand. That's where I'd be with my colt. Oh, my!" She was thinking out, and realized this when Cloud Runner had attempted, and failed to hold a laugh. Chloe's face turned red hearing Cloud Runner's hysterical laughter. Leon couldn't help but feel a mix of both happiness and wariness.

"That's enough, Cloud Runner. We're here to help, not to put down. I think that's a great idea. But we need a location that's not too subtle, but not too noisy. I think the park would make a great place, wouldn't you?" Leon asked.

"That's a great spot! We just need to find a way to bring them both together without setting them off to the fact that they'll see each other. How will we do that?" asked Cloud Runner.

"Some pony invites Percy, and then another will invite Annabelle. I think I should invite Annabelle," Chloe said. "Leon, you and Cloud Runner invite Percy. We're going to make this work, or we may never be the same again. Meet back at the park when we're ready. Sounds good?"

"Yes. Let's go get them to forgive and forget. Oh, before we go, we've GOT to come up with a name for our group. Any ideas?" Leon asked, while he looked towards… something. The other two ponies looked around, but there was no pony there.

"Who are you asking?" asked Cloud Runner.

"Whoever will answer the question? I'm sure some pony will break the fourth wall and come up with an interesting name for us six."

"What are you talking about? Fourth wall? What's that?" asked Cloud Runner.

"The less you know the better. That's how I see it as," he answered.

They were puzzled by his response, but forgot about it. Leon and Cloud Runner head to _The Olympia_, while Chloe headed to Annabelle's.

**Note from the Author: Yes, I know I put a fourth wall breaker in this chapter. Glad to see people taking the time to read this story! Thank you very much, and happy reading!**


	18. Reunion

Leon and Cloud Runner flew to Percy's restaurant. They knew they would have to invite him without raising any suspicion. They landed in front of the restaurant, and walked inside. The restaurant, as usual, was packed full of ponies looking for a quick bite to eat. Percy came over to them and welcomed them openly.

"Leon. Cloud Runner. Welcome to _The Olympia_! Looking for a meal, or did you just want to stay and chat?" he asked cheerfully. Had they not been there, they would have never guessed that he had an argument with Annabelle.

"Actually, we were wondering if you could guide Leon around the town. Maybe you could help him out with familiarizing Clover Ranch?" Cloud Runner suggested.

"I see. Annabelle didn't bother continuing your tour? It's a shame." He looked distant from Leon and Cloud Runner. "But I'd be honored to continue where she left off. In fact, I know the park here offers a very scenic route. Would it be all right to pass through there?" asked Percy.

"Of course! I told Leon that we should head by there because of that. Maybe instead of passing by it, though, we could stay and hang in the park for some time," Cloud Runner mentioned.

"Fantastic idea, Cloud! We can observe the park in all its beauty. Allow me to check out quickly." Percy went to the back of the kitchen and came back out. "I'm ready. Let's go!"

…

Chloe, on the other side of Clover Ranch, stopped by Annabelle's manor. She went up and knocked on the door. No answer. _She must be out harvesting._ Chloe went to the north fields, which was her part of the plantation to harvest, and searched for Annabelle. She had found her picking the clovers, making sure too only pick the ones that were ripe, placing them in her cart, and storing them in preservation. Annabelle saw Chloe and greeted her.

"Annabelle, listen. I'm going to be completely honest with you. We need you to go to the park so that you and Percy can forgive each other." Chloe looked at her expectedly.

"I appreciate your honesty, but it's a no can do. I'm sure he doesn't want to come neither." Annabelle went back to picking clovers.

"Please, Annabelle. It's important to us that we still have our friends. We don't want to have you fighting with each other."

Annabelle was touched to hear this, but doubt still lingered in her. "OK, Chloe. I'll go with you. It does seem ridiculous to fight with each other. But if I'm the only one apologizing, I'm getting out of there in two shakes of a sheep's tail." She quickly pulled the cart towards the cooling house of the plantation and came back out ready to go.

…

Percy, leading both Leon and Cloud Runner, trotted happily through the parts of town not covered in Annabelle's tour, and after mentioning some notable locations like Chloe's family hospital and the old well, they finally headed to the park. It was a fascinating sight, with the woods on the east side, a small creek on the west, and a beautiful, marble fountain in the middle. Near the fountain were three benches, also made of marble. Surrounding the central fountain was a small moat with a red, wooden bridge crossing both sides of the moat. _Yeah. I can see this as an awesome place to take Chloe through. But where are they at?_

"Percy, you never told me how wonderful this place was. This looks more like a… what's the word?" Leon described.

"Like a piece of nature, taken in all its magnificence and replaced here. Yes, it was a marvelous sight. I used to take many walks down here, but then I had found something much more beautiful than even this." Percy seemed to be reminiscing, and he looked very depressed.

"And what would that be?" Cloud Runner asked.

"It doesn't matter. I was deceived by beauty, and what I really found out was that love hurts. I'm sorry, friends. I have to go. This location brings back some memories that I wish not to remember." Percy turned to leave, but Cloud Runner and Leon stopped him.

"Wait! Percy, we brought you here for a good reason. We want you and Annabelle to stop ignoring each other. We can't be at each other's' throats. It's not just going to hurt you; it's going to hurt all of us. I know you're a gentlecolt, and you being one means you can apologize and forgive her. The question is, will you?" Cloud Runner lectured.

He looked down in shame. "You're right. As a gentlecolt, I should be the first to apologize, even if she doesn't. I will wait for her, and I'll get things off my chest. If she does forgive me, then I haven't failed after all." He galloped to the center, and sat on one of the benches. Leon and Cloud Runner both left him alone, seeing any outside interference being a nuisance.

…

Chloe and Annabelle soon arrived at the park. Annabelle, upon seeing the park, became very sad. Chloe knew something was wrong, but couldn't figure out what. "Annabelle, when Percy arrives, I'll leave you two alone. This is something that only you two can solve. Will you be OK?"

"I will. I just hope I don't get the short end of the stick this time. It's time to mend fences. Thank you, Chloe. If it doesn't go well, it's good to know I tried." Annabelle went to wait at the center, while Chloe had left. She was surprised to see Percy already there. Percy turned to see her, and offered her the seat on the bench. She accepted, and they both sat down.


	19. Reminisce

They both looked sad, almost to the point of tears. Percy turned to look at her, but could not figure out what to do. He removed his monocle, revealing his silver eyes; and removed his top hat, revealing his long, groomed mane. _Damned nation. I want to make her feel better. I just feel that sorry won't be enough. Maybe remembering the past with her may make her feel better._

"Annabelle, remember when I was the young colt who moved in this town? Only then and now have I ever felt so alone."

_How could I not? He was the pony that hid from us all the time. But it was just out of shyness. _Before she spoke back to him, she removed her winter cap, revealing her teal and black mane. She tied her mane at the end with a braid to keep it from flying. "Yeah. You had to move in with your granny." She watched her dialect. "I mean, your grandmother. I knew that you had pain when you moved in, and I didn't bother to ask, because it may have been so careless of me to do so. But I wanted to comfort you anyway, so I came by your house and welcomed you with a box of clovers."

"Well, I thought that was the most generous action any pony had ever done for me. I literally remember smiling at how polite you were. I thought for sure we were going to be good friends. But many times afterwards, we would argue over the littlest issues. I realize that we had gotten together so well when I first came to town, and I want to be like that again. I'm sorry." He shed a tear, and he breathed deeply to control himself.

"Percy, I thought you were the shyest pony I had ever met. But you accepted my gesture of friendship anyways. I also thought we'd be two peas in a pod. You always complimented me, and I was always flattered. I do admit, though, that I have shamefully started arguments with you." Her eyes also began to water, but she also kept in check. "I truly apologize, for everything." She looked down at the ground, wondering if she should say what else was on her mind.

"Annabelle, when I first met you, I knew I had found a true friend. I don't know when, but sometime after that, I had wanted to be more than friends. I was just too afraid to tell you." He blushed at the statement, waiting to hear her reaction.

"Percy, that's exactly what I wanted to tell you. I feel so close to you that I sometimes wonder how you'd react to me telling you that I like you. And I mean _like you_ like you." She also blushed, and knew that they both had the same feelings for each other.

"Do you really mean it? Because I do, and I really want to spend much more time with you." Percy looked at her expectedly.

"Of course I mean it." She giggled at herself for a bit. "I had wanted to spend more time with you as well. You're everything that a colt should be; polite, kind, thoughtful, and honest. Sometimes you may go overboard, but I know you always mean well." She looked deeply into in his eyes. There was immediately a spark that could not be explained.

They held each other's hooves, and continued gazing into each other's eyes. "May I?" asked Annabelle.

"After you," responded Percy. Annabelle then wrapped her hooves over his shoulders, while Percy wrapped his around her. They leaned closer together, closed their eyes, and connected with each other. There was a moment of pure bliss, and as they kissed, they felt, saw, and heard nothing else around them. It lasted for a moment, but they felt it was much more.

They had gotten up, hugged each other, and walked together through the rest of the park. The water was calm, and they both seemed to notice this. Percy himself wondered about the silence of the creek. _I love how quiet and calm the water was during this. It is usually so noisy. It must be the work of something greater than itself._ They left together, and headed back to _The Olympia._


	20. Build Up

**Passage from the Author:**

**Leon appeared in a small room, empty and white, except for a small cord hanging from the ceiling. "Where the hell am I?" he asked.**

**"Just pull the damn cord, Leon!" a voice boomed. Leon pulled on it, and from the ceiling came a curtain, a box with a hole, and a tuxedo. The curtain gave the room a competitive feel, and the tuxedo landed on Leon, making him look much more formal. He then turned to the box, while speaking.**

**"Hey! I appreciate every pony that has followed my adventures like a stalker up to here! From the last few chapters, I asked some pony to give us a name for our group. Glad to see ponies responded back! Let's pull the name of the group and the pony who sent it in!" He reached in the box, and grabbed one paper. He reached his hoof out, and pulled it out to read it. "OK. The group is to be called... the Spiritual Searchers? Why do I feel like I've heard this before? The pony who sent it in was... Miniponies! That explains a lot, actually. Congratulations, Miniponies! Let's get back to the story before the author decides to cut me out of this chapter, too!" He then ripped his tuxedo off, and then the curtain, revealing ****_The Olympia_**** in the background.**

Annabelle and Percy entered the restaurant, where Chloe and Leon were waiting together for their return. Cloud Runner was also there, but was snacking on some clover salad. Leon and Chloe approached them, knowing that they had made up since they seemed so happy.

"I'm guessing you two are so happy because you made up?" Chloe asked.

"Yes, you could say that." Percy looked happily at Annabelle as he said this.

Leon didn't understand what this meant, but Chloe squealed in delight. "You told him, didn't you? I knew he wouldn't resist, and that you had nothing to worry about. You've got to tell me all about it." Annabelle and Chloe walked over to another table, and sat explaining the details of the park.

"Percy, did you tell her how you really felt? That you liked her?" Leon asked.

"Yes, I did. I suppose Chloe told you the situation before we arrived?" Percy questioned.

"She did, and it kind of reminded me of how I felt when I first saw Chloe. I'm glad to hear things went well." Leon ordered a clover sandwich from the menu. Percy, upon hearing Chloe's name, decided to ask Leon about his status with her.

"Well, we're starting to grow closer together. I really want to do something that would be fun for both of us, like a stroll on the beach. Is there one close by?" Leon asked. His sandwich came and he started eating.

"There is! It is a sight to behold! It's only about a few minutes from here, due west. That's also where Doc pointed out we would be heading tomorrow," Percy stated.

Leon gulped at the words Percy stated. _Search? Shit! I had forgotten all about the search tomorrow. And here I am, wondering how to please Chloe, when instead I have to figure out where the Spirit will be. What am I going to tell her? You didn't think this through, you heartless bastard!_ Leon pondered how, or better yet what, he would do to make Chloe happy. At that moment, Chloe and Annabelle came over.

"Chloe, we need to talk." Leon stated firmly. Percy and Annabelle, not knowing what to expect, gasped in shock.

Chloe, also not knowing what to expect, stood there. _Oh no! I must have done something wrong! Please don't be what I think this is._ "Yes, Leon?"

"Chloe, we need to do something together sometime soon. I was thinking we could do something after the search, if that would be all right with you." Leon looked at her, and could tell she had just gotten stressed out, because she breathed deeply. _Shit. I knew she would be mad. Wonder how I'm going to handle her anger, or sadness. Goddammit! Why couldn't I do this earlier!?_

"Leon, of course it's all right. I thought you might be telling me something else." They smiled and held each other's hooves. He thought much more calmly now, and something he couldn't explain lowered inside him. _I'm glad she understood._ He finished his sandwich, and stated his leave. "I should go back up to C.L. Get plenty of rest for tomorrow; see what I can find out about where we'll be looking. I'll see you all later. You too, Chloe." With that, he kissed Chloe goodbye, and left outside. He placed his goggles on, prepared his wings, and took off.

…

After flying for some time, he wondered why his thoughts down at Clover Ranch became a bit more irritated than they ever were. _I had never become so irritated that I would think as harshly as I did back there. What happened? And that feeling inside me that lowered… what was that?_ He had seen his home now, and he proceeded to land on the cloud.

He then walked inside his abode, which was quiet save for the fact that Draco came down from upstairs. Except something was different about him; he was walking on his two hind legs. _Whoa! I didn't know dragons could do that! What's next, him speaking in perfect dialect?_ Leon walked to the kitchen to feed Draco his daily dose of vitamins and minerals. Afterwards, he headed upstairs and saw how late it was. _If we're leaving early, then I need to get as much rest as possible._ Though he didn't think about sleep at the moment, his head yet again flooded with thoughts of rest and relaxation. He barely reached his bed before he passed out.

**Note from the Author: I tried to add a humor effect to the passage regarding the group naming, but didn't know if it worked or not. Again, thanks to Miniponies for coming up with the name of the group. I appreciate every pony who has bothered to read the story this far, and will plan on making the action more present, as it seems to be missing so far. Until then, happy reading!**


	21. The Inner Mind

Back again in the dreamscape version of Clover Ranch, he stood up to find himself just outside the town. The dreamscape always seemed to be set during either sunrise or sunset, but he could not tell. He came up with the answer as to why he would be summoned here. _Celestia wants to inform me of the next Spirit._ He waited, and soon saw the orb of light that was Celestia. She led him to the fountain in the town's park. It looked much more beautiful than it was that afternoon.

Celestia then began to take form. She formed the exact same way as before, except rather than being completely covered in light, she revealed her true form. She was a tall, white mare, with the same wings and horn she had before. Her mane, long and flowing, was a purple, green, and blue color. Her eyes shined the same purple that they did the night before, and she wore a crown and horseshoes made of gold. She looked down at Leon.

"It seems that you've obtained the Amulet of Wisdom. Your friend Doc was excited to test out the magic that the amulet possessed. He even learned the spell you need for the next Spirit; the Spirit of Amendment," she explained.

"I heard from the headmaster that this Spirit is near an underwater civilization. Is that true?"

"Yes, as surprising as it may sound to you, it is. Unfortunately, the city itself is split off from the rest of civilization, and is occupied by both earth ponies and mermares. What's worse is that these ponies are at war between each other, and it has caused the death of many from both sides." Knowing he would ask about what mermares were, she continued. "Mermares are ponies that have the ability to live underwater, but at the cost of having their hind legs replaced with dorsal fins."

_The fuck? Now I've heard everything. Ponies living underwater, who'd have thought? And they're at war with each other? Seems like a fucked up place that could only exist in a demented idealist's head._ "Where are the city and the Spirit located?" he asked.

"The city, named Rapture, was built only five minutes off the coast of the beach here. The Spirit of Amendment is located in this city, as a representative and leader of the Air-Ryan group of the war. Though he is the only pony truly seeking a way to end this conflict peacefully, others have been planning to overthrow him. In fact, one is so influential that he has made dangerous weapons using the supplies he has received. In order to receive the amulet, you must prove to him that you can end this conflict peacefully. You may need to assert yourself, though, as the other ponies will not hesitate to kill each other. Can I trust you, Leon, to end this conflict peacefully?"

Leon bowed to the princess. "Of course, Princess Celestia. I will." He paused for a moment. "May I ask you questions before you leave?"

"Of course, Leon. What's on your mind?" Celestia asked.

"What was that explosion earlier today? The Sonic Rainboom?" he asked.

"That explosion, as I calculated, allowed all six of the Spirits of Harmony to earn their cutie marks." Upon hearing this, Leon knew that they had to be younger than him, seeing that he and his friends were on the verge of being stallions and mares. "The young filly that created that explosion represents the Spirit of Loyalty. I believe you may know her, seeing as she is from Cloudsdale."

_A young filly that made a rainbow appear out of nowhere? I think I may know the cocky asshole that did that. _He immediately discarded the idea. _If she is the Spirit of Loyalty, I can't think of her like that, even if it is Rainbow Dash. I can imagine Cloud and Rainbow trying to prove who the better flier is._

"What are these dangerous weapons that the other earth pony has created?" Leon questioned next.

"These weapons are modified suits of armor, which include a large drill and a firearm of some sort. They are very hard to destroy, and the ponies inside were deceived to place them on. They cannot escape until the armor is destroyed, and have no conscience or awareness of their surroundings."

"What magic was in the Amulet of Wisdom?"

She hesitated before she answered this. "Though I hate to admit it, forbidden dark magic is in that amulet. Fortunately, your friend is good willed and the amulet will not work with bad intentions. But the magic inside has the potential to change, warp, transform, and even kill another pony."

"My final question, princess. What is an Alicorn? I've heard about it from Trotter Tower, but I don't know what, or who it is."

"An Alicorn is what I am. That is, a pony with both wings and a horn. The Alicorn only exists when royalty is bestowed upon them, but there is the rare occasion that an Alicorn is made, not born. Such as when a unicorn sprouts wings, or a Pegasus growing a horn."

With that, Leon was done asking questions. Before she left, Celestia gave him one last warning. "Leon, watch out for the amulet. Use it only in emergencies. The power inside it has many adverse side effects; ones that can harm you." After giving her final warning, she glowed brightly, and then disappeared. Leon, still in the dreamscape, explored the town even further, until he reached Chloe's Animal Care. He walked in to see Chloe tending to the pets of many ponies inside. He also saw her little sister, Claudia, assisting her. He went over to her, and placed his hooves over her eyes.

"Oh, I wonder who that could be?" she teased. She turned around, saw Leon, and smiled. "Leon, you know I'm working."

"That doesn't mean I can't see you." He leaned close to her and kissed her softly. He then looked over to her sister, who had taken notice of him. "Hello, Claudia. You haven't told me about yourself yet."

She ignored him completely, as though he weren't there. "Was it something I said?" Leon asked.

"No, she's just a little embarrassed that we came to lecture her class."

"We didn't need lecturing, Chloe. We were doing just fine. I was just humiliated in front of my class by you." She turned to Leon. "Thank you for coming up with that awesome story! My classmates were amazed by your adventures!"

"Claudia, I'm pretty sure Nolan here is a better listener than you," responded Chloe, motioning to the dog on the table she was working at.

"Well I think Nathan here would be a better sibling!" Claudia struck back. She was referencing to the ferret she was helping.

"I think I should go, now. I'll see you later, Chloe," Leon said.

"Goodbye, Leon. Nice to see you again." She then proceeded to help the animals on the table.

As Leon left the building, he began to float up into the air again. He knew he was waking up, and that it was time to find the next Spirit.

**Note from the Author: I enjoyed writing this chapter, and the upcoming ones. If you haven't figured it out by now, the next few chapters will heavily reference BioShock. Thanks for reading this far ahead! I will add some intense moments in the next few chapters, so be ready! Disclaimer: I do not own the BioShock series.**


	22. Deep Blue Sea

Leon immediately awoke to find Draco in his face. Draco seemed excited for some reason, and Leon didn't know why. "What's up, little guy?"

"Wonder why I'm smiling? Go ahead, guess," Draco said.

At this, Leon's eyes went wide, and he fled to the safety of the bottom of his bed. _What the fuck? He just hatched two days ago, and he can already speak and walk upright. That dragon's smart, I'll give him that._ He looked up to Draco, who was still waiting at the top of the bed. "How… how can you talk so perfectly in just two days?"

"Well, I've been picking up on words in your conversations and sort of learned it naturally. I can't explain how, really. I just knew," Draco responded. His voice was very much like that of a pony he knew from across the great ocean. _What was the place called again? _He tried to remember, and finally thought it up. _Yeah, Liverpool. That's the place. Weird name, but it looked awesome._

"No. Nobody, whether dragon or pony, can learn a language that quickly."

"Well, I can prove you wrong on so many levels right now," Draco said. He had a sort of know-it-all attitude. Leon didn't like it much, but if it was the way his dragon was, than he would have to accept it.

"Well, you want to head down with me to Clover Ranch?" Leon asked.

"Would I?! Of course! Just let me get my saddle." Draco went over to the closet and pulled out a neatly made saddle. It seemed to be made of a shiny substance Leon could not identify. Leon knew, however, that he never had a saddle before. _He even made his own saddle? What can't this dragon do in a few moments?_

Leon attached the saddle to his back and grabbed his amulet while Draco hopped on. Leon trotted downstairs, and headed out the door. He walked over to the edge, placed his goggles on, and waited for Cloud Runner to show up. "I wonder how Cloud would react to you speaking."

"Maybe she'd react like you did; running and hiding like a little pansy," Draco responded. Leon showed frustration at the response, and smacked Draco with his wings. "Oww!" Draco yelped. Leon smiled in satisfaction after that.

Cloud Runner came up to Leon, and greeted him. She noticed Draco on Leon's back. "Hey, little guy! How are you doing?"

"I'm doing really well. And you?" Draco responded.

Cloud Runner stood in astonishment, judging by her jaw hanging down when he spoke. "Whoa! You never told me your dragon could talk, Leon."

"Believe me, I just found out this morning. Are we going to meet the rest of them at the beach?" Leon asked.

"Yeah, they agreed to meet up there. Ready to fly, little guy?" Cloud asked Draco.

"I've flown before. I was born for this!" he exclaimed. _Great, it's bad enough I knew one cocky bastard at Cloudsdale, now I have to deal with one here, too?_ Leon thought to himself.

They readied themselves as usual, by sticking their arms out to their sides and skydiving down below.

…

They soon landed down on the beach and removed their goggles, instead of landing in the small meadow they usually landed on. The beach was just a trotting distance from Clover Ranch. The beach was quiet today, but it was a sight to behold. There were no cliffs or rocks, so when the waves came in, they only made a soft, soothing noise that could not be explained. The sand was a golden brown, and was relatively smooth considering the waves coming in.

All the other ponies had been waiting for them on the sand. Doc had been practicing the new spells he learned yesterday. Annabelle and Percy were watching the sea together, holding hooves. Chloe had been lying in the sand, waiting for the arrival of Leon. They all saw Leon and Cloud land, and when they did they huddled together, planning what they would do next. They seemed to notice Leon had brought Draco along.

"Is he coming with us?" asked Percy.

"Yeah, he is. He may be useful over there. Oh, and I came up with the name for our group; the Spiritual Searchers!" Leon answered.

"What? You already came up with a name for our group?" asked Cloud Runner.

"Well, no. I had help from some pony."

"All right, then. The Spiritual Searchers it is. I discovered a spell that can allow us to breathe underwater. But we won't be able to change back until we get back to dry land. And, I must admit, you may freak out at first," Doc said.

"I've gotten more info about the place we're going to. We have to be careful with how we enter the city. The reason being because there is a war of some kind going on down there, and if we get caught in the crossfire, we're as good as dead," Leon mentioned.

"Did you just say war?!" Doc asked in terror.

"Yeah. The mermares and the earth ponies are all fighting each other to the death. The pony we're looking for is an earth pony diplomatic leader living in the underwater city, Rapture, and if we want that amulet, we need to end this war peacefully. Somehow," Leon wondered.

"Mermares? What are those?" Annabelle asked.

"Mermares are ponies who can live underwater because they have fins instead of hind legs. Though they're called mermares, I'm sure there are stallions underwater as well. We'll need to gather information from both factions. Who will go to what side?" Leon asked.

"I'll see what I can do about the mermares!" yelled Cloud Runner.

"Me too. I want to find out more about this species, and why they would wage war on the earth ponies," Doc mentioned.

"I might as well go too!" exclaimed Annabelle. "I'll be sure to make a good first impression, y'all!"

"OK, so Chloe, Percy, and I are off to Rapture. That's good. I'm sure Percy has some negotiating skills that could be of great use here, don't you?" Leon asked.

"I might. But what if come into contact with hostiles?" Percy responded.

"I doubt it will happen, since the fighting is in the unoccupied areas. But if it does, Doc can use his magic and I can use my amulet. Hopefully, it won't have to come to that. Are we all set?" Leon asked.

"We're all set. Let me use my magic on us three, while you three take the entrance to the city more south of here. It's in a cave that's not very well hidden, but that's to allow more earth ponies to enter. Good luck."

"You too," Leon answered. He placed his hoof in midair, and looked at the other ponies expectedly. They then placed their hooves together as well. "Let's go, Spiritual Searchers!" Leon announced.

Doc then turned around and used his magic to change himself, Cloud Runner, and Annabelle into mermares. The transformation was fascinating, but looked gruesome. Their hind legs had turned into fins, which combined to make one great tailfin. They then swam out to sea.

The other three ponies and the dragon then headed south as Doc had directed. Leon explained to them the horrors that the earth ponies had made, especially the armored ponies who were forced against their will to fight. After some explaining, the group had come across the only cliff on the beach. As Doc stated, the cave was hidden, but not too well. They had entered the cave, where Chloe shone her horn to provide a source of light. They walked through the cave until they came across a metal hatch. Inscribed on it was the statement _Welcome to Rapture! Free of Parasites!_

"Who would be considered a parasite?" Percy asked.

"Don't know. Maybe the mermares," Leon answered.

Leon opened the hatch to find some small, metal object large enough to carry four, maybe five ponies. _That's what would be called a sub. Big enough to carry us three and Draco. _They entered the object, finding it much roomier than they had originally thought. There were chairs for each pony to sit in, which they did, and found there was nothing else in the sub other than a service radio and solitary lever that was placed in the front of a window. Leon pulled the lever, causing the hatch of the sub to close and causing it to start moving. Whatever was happening to the ponies inside could not be stopped, and they began their slow descent to the depths below.


	23. Rapture

Leon, Percy, Chloe, and Draco sat waiting in the sub, when a screen pulled up from the bottom of the sub. The lights in the sub then went out, and it remained dark for a second. A light then shined on the screen, and a short film began to play.

"Welcome, fellow pony. I am Opus Ryan, leader of the Air-Ryans. If you're here, then you have been weighed down by the oppression present above ground. Are you not entitled to that which you produce and work for?

'No,' says the unicorn from Canterlot. 'it belongs to Celestia.'

'No,' says the Pegasus from Caelum Lux. 'it belongs to the king.'

'No,' says the earth pony from Yonder. 'it belongs to every pony.'

"Like me, you turned away from the unfairness set forth by these so called 'paradises.' I chose the option different from these cities. I chose the equality. I chose… Rapture.

"A city where the Pegasus is not limited to the sky and its boundaries, where the unicorn is not limited by the weaker in magic, where the earth pony is not condemned to grow and produce food. And with that which you produce and work for, Rapture too will become your paradise."

The film had ended, and when the screen lowered, the ponies and dragon inside the sub were presented with a breathtaking view of Rapture. "Whoa!" all of them said in delight. _You would never believe a war was happening here. It's just so amazing._ The city seemed to resemble a retro building style similar to Manehattan's, and the city was illuminated in lights. Outside some of the buildings, giant mechanical silhouettes had been repairing and monitoring sections of the city boundaries. The sub had pulled into the city, and landed in a station of some sort. The sub went into a tunnel of darkness, and the four inside the sub waited.

…

Somewhere else in the city, ponies were monitoring every aspect of the city. They checked all security cams, and everything was as routine and normal as usual. They were on their coffee break, and they all seemed relax. They then received an alert on one of the screens, and the pony that was monitoring it had spat out his coffee in shock at another pony.

"Watch it, asshole!" the coffee-drenched pony exclaimed.

The other pony ran over to the monitor, and observed it as the Bathysphere cam. On it he saw a Pegasus, unicorn, and earth pony. He saw something else in there that he could not recognize, and he immediately reached for the service radio on the wall in the office. He dialed a code on the radio, and waited. A voice came through the other line.

"Yes. Is there something wrong?" the voice asked calmly.

"Yes, sir! The Bathysphere has been activated, and is occupied by four, repeat four, bodies. Should we deactivate the sub?" the maintenance pony asked.

For a second, there was no response. "No. I want you to welcome them, and bring them to me. I'll see who they are, and inform you what to do next," the voice answered.

"Yes, sir!" The maintenance pony then activated the procedures for the receiving bay in the Bathysphere station, and was soon ready to receive some guests.

…

Leon, Chloe, Percy, and Draco all waited while the sub continued through the tunnel. They then came out of the tunnel, where the submarine station was packed with Pegasi, unicorns, and earth ponies alike. They had all wanted to see who came down into Rapture. The sub had pulled to a stop, and the hatch opened slowly.

"Do we get out now?" asked Percy.

"I don't know about you. But I for one am not missing a reception here," said Draco.

Chloe and Percy turned towards him with surprise. "Leon, your dragon can talk?" Chloe asked.

"Believe me, I just found out this morning. He learned pretty fast, though," Leon answered.

They all walked out of the sub, where they were greeted by the residents' applause. Two ponies, dressed in security outfits, asked the newcomers to come with them.

"Are we in trouble? Did we offend any pony?" asked Percy.

"Not at all! In fact, our leader called you over personally to meet you," one of the ponies explained.

"Well, we must be welcome if they had this welcome reception organized," Leon commented.

They followed the security ponies through the city, which housed many more ponies than they thought. The ponies down here seemed to enjoy life down here, and they seemed more technologically advanced than most of the cities above ground were. They seemed to use technology for almost everything, whether to send messages to each other, travel throughout the city, or even to improve the food supply. _Obviously the slide show was true. They weren't limited to what they could do, or what they could make._

They passed through the area, and were led into a rotunda built of glass. There, they saw a set of large, metal doors, marked with the inscription _Rapture's Finest: Opus and Lexicon_. The ponies that had guided Leon and his group had stood by the door, where they called on a radio to the other side. "Sir, we're here with the visitors. Should we bring them in?" one of them asked.

"Yes. Bring them in," the voice responded.

With that, the pony who called on the radio punched a code on the door. The code reader then beeped and flashed green, and the doors slowly lifted up. "Come inside," he said. The security ponies then led Leon and his group inside, where they waited. The room was an office, with two large desks, a conference table, and some podiums.

Another door inside the office opened after a while, and a Pegasus walked out from the door and into the office. The Pegasus had a faded yellow coat. He had an orange mane that was combed really well, and his cutie mark was that of a sickle. His eyes had the unusual feature of being oppositely colored; his right eye was green, while his left eye was a deep blue. He walked to one of the desks and sat down.

"Welcome to Rapture, outlanders! Allow me to introduce myself. I am Opus Ryan, leader of the Air-Ryan Group! Excuse me, Jack and Johnny, could you leave us to speak? I have much to discuss with the newcomers," Opus asked.

The two security ponies nodded, and left the office. Opus then turned back to Leon's group. "Listen here, outlanders. I know who you are and why you're here. You've got a lot of guts coming down here," Opus responded coldly. Leon and his friends showed their surprise at Opus. _If he knows why we're here, will that make things more complicated than they already are? Will we have to fight him for the amulet?_

"Tell me, Phoenix Bearer, what is your prince going to do to Rapture when he returns? Destroy it? Shut it down?" he demanded. _No doubt about it. It's going to be a hell of a lot harder now._


	24. Atlantis

Sometime after they turned into mermares, Doc, Annabelle, and Cloud Runner had swam deep into the ocean. There were many sights to behold; the colorful coral reefs, the exotic marine life, and the vast size of the ocean. Doc knew the directions to where the mermare colony was located, so he led the way. They passed many schools of fish, where their dazzling display of colors hypnotized the three ponies. They continued swimming for a while, until their destination was in sight.

_Yes. Just as I thought. Atlantis. A beautiful city, no doubt._ They all headed towards the city, which was styled from the same era that cloud cities like Caelum Lux were. Only instead of being made of clouds, the buildings here were made from coral. Because of this, the buildings were many different colors. The three ponies traveled through the beautiful city, fascinated by its natural look and atmosphere. Many of the mermares here seemed to be minding their own business, and had no worry at all. _If there is a war, they sure don't seem to acknowledge it. _Doc thought to himself.

He approached one of the mermares and asked her where he might find whoever's in charge. She pointed them to the Coral Sea Grand Hall, located on a reef slightly higher than the rest of the city. He thanked her and the three ponies headed towards the Grand Hall. The Coral Sea Grand Hall looked very similar to, if not exactly like, Highlander Heights, with the only difference being that the Grand Hall being made of coral. As they approached the Grand Hall, two guards denied them entrance. "Halt! Identification, please," they ordered.

_Damn! I should have thought this through more. Wait a minute…_ Doc pulled out his amulet and displayed it to them. The two guards inspected it closer, and stood stern. "You may enter, Spirit. Our leader, Empedocles, would like to speak to you about the Phoenix Bearer." The two then guided them into the Grand Hall, where many guards were conversing to sea creatures of all types. _I'm guessing they've established good relations with the local marine life._ Doc thought. The two guards had led them to a door decorated with gold.

They had opened the door, and led them inside. There, a mermare was sitting, filling out reports on clamshells. The mermare had a aquamarine coat, and his tailfin was a dark blue color. His mane was a light brown color, and it flowed in perfect alignment with the water. He looked up, and welcomed them warmly. His eyes appeared to be a turquoise color.

"Why hello! You must be the Phoenix Bearer's trusted aides, judging by your friend here being the Spirit of Wisdom." The ponies looked at each other in surprise. "I know you're not really mermares, but it doesn't matter to us. Tell me, are you looking for the Spirit of Amendment by any chance?" Empedocles asked.

"Yes, we are. We also know about what is happening down here, and we want to help end it," Doc answered.

"Yes. The war is not known to the citizens, so it doesn't cause panic. We try to make negotiations with the ponies at Rapture, but there demands are always conflicting with ours,"

"If we want to help end this, then we need to know all the details about why the war started," Doc replied.

"The war is never to be fought in civilian populated areas. That much we have agreed on. The main areas of fighting are near a local cave system. We fight for it because it holds the tombs of our city's founders. The Rapture ponies fight for it for a source or material of some sort. I don't know what it does, but we have identified it as BETA. We don't know much about it, but this BETA is most likely used to power their robotic soldiers of destruction,"

"Soldiers of destruction? Can you show me sketches or diagrams of these ponies?" Doc asked.

"Of course." He pulled a clamshell from under his desk and handed it to Doc. It depicted a robotic suit of armor. This armor provided the pony inside to stand perfectly balanced on its hind legs. The armor sported a huge drill on the right foreleg, and a built-in rivet gun on the left foreleg. The armor's helmet seemed to puzzle Doc the most; it had the regular shape of a pony's head, but included at least ten viewports which shone different colors depending on the situation. Green represented little to no alert, yellow represented lookout mode, and red represented hostile mode.

"Can they be defeated?" asked Doc.

"Yes, they can be defeated by striking them in the unarmored parts of the suit, or if you deactivate the suit using magic like electricity or ice," he answered.

_Of all the things that BETA can power, it's used to power this? The Rapture ponies seem to have industrialized to the point of robotics, and they only use it to power this? Something's missing from Empedocles's story._ "I don't think that they would have made these powered only by _BETA_, otherwise it would run out fairly quick. They must use it for something else… but what?" asked Doc.

"That's where we're stumped. All we know is that these soldiers look for BETA, and they take it back to Rapture," answered Empedocles.

_I may need to find Leon and tell him more about this. If he's in Rapture, and gets into trouble, it's not going to end well. I need to find a way to tell him somehow. _"Is there any way to send messages to and from this location?" Doc asked.

"There is, but whoever you're sending it to must have a dragon," Empedocles responded.

"Perfect! We've got to send these plans to Leon, and tell him how to stop them."

**Note from the Author: The next chapters will alternate between the Spiritual Searchers at Rapture and the ones at Atlantis. If it seems inconsistent, just wait until the chapters are completed, and they should all connect perfectly. For now though, read and review, please. Thank you!**


	25. The Big Stallion

Leon, Percy, Chloe, and Draco all stood in Ryan's office. He had just found out who they were and why they were here.

"I can convince the prince to completely ignore this place," said Leon.

"Not good enough. The more ponies that know about this place, the less room for improvement. I know you want to end the war between us and the mermares, as do I, but the way things are now, it won't happen," answered Opus.

"There must be some reason as to why you are fighting. Is it property, trading, rare minerals, anything?" Percy asked.

"Yes, rare substances." Opus reached for a file in one of the cabinets, and handed it to them. "BETA. The sole reason as to why Rapture was created. This resource, found only in the ocean, enables us to use technology deemed impossible and immoral above ground. It allows us to genetically change ourselves into what we have always wanted to become. So far, they only test this on my brother, Lexicon Ryan. He is second-in-command down here, but that may soon change. He's the one who invented the soldiers of destruction, nicknamed the Big Stallion.

"Though I only intended for this city to be built on helping the great and powerful, I soon realized that the advancements here were never supposed to be discovered. Splicing one's genetic structure is too dangerous, because it could completely corrupt a mind and body. That's why my brother, who knows nothing about leading a city, is vying for power. He wants the mermares completely wiped out, knowing they stand in the way of making him more powerful. He was never as coldhearted as he has become.

"That's where you come in, Phoenix Bearer. You have the power to both destroy these Big Stallions and change my brother back. He is the only reason we still attack the mermares, even after I had advised him to stop. I ask that you change him back, without harming him," Opus finished.

"We can do that, but where is he?" asked Percy.

"He is in his isolation chamber, on the far side of the city, most likely injecting himself with BETA right now in the containment unit. Be warned, though. Only I can get through without the Big Stallions becoming hostile, so you must either sneak past them or destroy them. I know that Celestia told you they cannot control what they do, but with the atrocities they have committed, they don't deserve the second chance. Unless you do this, you will not receive the Amulet of Amendment," explained Opus.

"OK. We'll find him. Is he a force to be reckoned with?" asked Leon.

"His splicing has made him unstable, so he will attack anyone, but fortunately his power has weakened. A side effect of constant exposure to BETA," answered Opus. "Good luck, Phoenix Bearer. Take this with you." He gave them a syringe, and the Amulet of Amendment, which shone a bright orange. They stared in shock at Opus. "Yes, I can trust that you can accomplish this task, even after you've received the amulet. It allows the new Spirit of Amendment to perform much more acrobatic and physical feats than before, and allows them to think clearly in the face of danger or threat. You'll need it to change my brother back. The syringe will be a backup plan. Should he cause too much trouble, pierce him with this, and drain the remaining BETA from him." He then motioned for them to leave, and so they did.

"Now that we have the amulet, do we still have to help this pony out?" Draco asked.

"Yes. He gave us the amulet, and trusted us to turn his brother back. We need to head to the isolation chamber on the other side of the city and cure him. The trouble we might have is dealing with those Big Stallions," Percy explained.

Draco suddenly looked like he was going to vomit. "Draco, you can't get seasick now!" stated Leon. Draco then spat out fire, which formed into a letter. Leon took it and opened it. It consisted of a diagram of the Big Stallion, its weak points, and its mood light meanings. He looked it over, and showed it to the other two ponies. They nodded in agreement, and started to head towards the far side of the city. "Draco, stay here until we get back." Draco nodded, and they left.

…

They ventured onward for a while, until they came across a dead end. The tunnel toward the isolation chamber was completely shut off from the rest of the city. _We need to find a way in here. Opus had said something about him having access. _Percy thought. He then saw a service radio on the wall to right of the tunnel. He picked it up, and dialed a code that he remembered somehow, and waited for a response. "Yes? What is it?" asked Opus.

"We need the code to the tunnel leading to the isolation chamber. Would you kindly give it to us?" Percy asked.

Opus told him. "The code should be 1-9-5-9."

Percy punched in the code, and the tunnel had opened up. The huge metal door blocking entry had slowly lifted up, and on the other side of the tunnel was a Big Stallion guarding the tunnel. It turned towards them, and its green viewport light turned yellow. It approached them slowly, trying to identify the newcomers to the chamber.

"Here comes trouble…" Chloe worried.

"When I give the shout, head into the isolation chamber, Percy. Chloe, you should stay back. This could get very messy," Leon ordered. The Big Stallion continued, and its viewports were still yellow. It readied its rivet gun, and its drill was starting to rev up. "Now!" With that, Percy galloped towards the isolation chamber, while Leon had pulled out his amulet.

He placed it on, and his transformation took place. His mane and tail caught on fire, his eyes turned red, and his coat turned yellow. He flared in fiery rage, and charged towards the Big Stallion. The Big Stallion's viewports turned red, and it stuck its drill out. Leon quickly dodged it, and tackled the Big Stallion's ankle joint head on. The drill foreleg piece then fell off, still revving in place. The Big Stallion, completely ignoring that its own leg fell off, aimed its rivet gun at Leon, and fired repeatedly. Leon continued to dodge the rivets, and proceeded to tackle the Big Stallion's hind legs. He head-butted the right hind leg and it fell apart completely. The Big Stallion fell over, but it would not give up. It aimed its rivet gun again at Leon, who was charging now. It fired a single rivet, and Leon fell over.

"Ah! Son of a bitch!" Leon yelled. He was cringing in pain, and could not ignore it.

Chloe looked in horror at Leon, and she galloped full speed towards him. The Big Stallion, still enraged, shot again at Leon, scoring another hit on his front shoulder. It dragged itself towards Leon to finish the job. Leon, seeing Chloe run towards him, shouted at her. "No! I'm fine, stay back! That thing is still alive!" He then picked himself up, but realized that his right hind leg had a rivet sticking out of it. "Damn! That smarts!" he yelled. He was bleeding profusely out of his wounds, and knew he could not run. _I still have my wings_ he realized, and he flew towards the Big Stallion's other foreleg. He charged into it, and the foreleg with the rivet gun fell off the armor. The Big Stallion now had no weapons, and it was still squirming on the floor.

Leon went limping up to the Big Stallion, and looked at its viewports, still red with anger. "A pony chooses, but a slave obeys," he stated coldly, and he stomped the helmet off. It cracked, and fell apart completely. There then lay not a monster anymore, but an earth pony. His eyes stopped glowing red, and turned into a calm, gray color. The pony lay there, unconscious, pale, and scrawny. _Man. He's in worse shape than any pony I've ever seen. Maybe if Chloe…_ He hadn't finished his thought before he fell into unconsciousness, where he transformed back to his usual self.

"Leon!" Chloe shouted. She ran towards Leon, and observed his wounds. She had tears in her eyes, and she couldn't hold them back. She removed the rivets stuck to his leg and shoulder, and pressed his wounds. She used her magic, concentrating all of her focus on Leon. _Please, Leon! Don't go to the light! I need you._ As she concentrated, the wound on Leon's leg and shoulder slowly closed up. She wiped the blood that had dried on his coat, and removed the amulet from Leon's neck. She held him very closely as tears fell from her eyes, not knowing if he would wake up again.


	26. Tomb Raiders

In Atlantis, the other three ponies had sent the message to Leon. They then headed outside the Great Hall, where Empedocles was waiting for them. "Spirit, we require your help in dealing with the Big Stallions near the tomb. We can't do it without getting shot down by their rivet guns. With that amulet, you can help us stop them. Please, we beg you."

_It's the least we can do for them. They hadn't arrested us, even after learning we weren't mermares. And they gave us the diagrams on the Big Stallion._ "Of course! How many are in the area?" Doc asked.

"Three. One of them is fairly weakened, but the other two have no damage whatsoever. We need to capture or eliminate all of them so that they can stop attacking the tombs. I'll guide you to them, but be warned; the only effective weapon you have is your magic." He then guided them to a chariot, and they all left the city towards the caves.

…

After ten minutes, they stopped at a cave position where many guards were posted. As they made their way inside, they were shown the horrors of war. Many of the guards were wounded, and those that weren't were treating the wounds and removing rivets from many of the mermares. The group also saw many body bags deeper inside the cave topped with clamshells which carried their identity. They could not believe their eyes; ponies killing each other in combat. _These Big Stallions must be destroyed, along with the ponies inside them. Who could do such a thing?_ Doc asked himself.

"Who's in charge here?" Doc asked. The guards looked towards him, and pointed towards the pony in the back of the cave. He looked up, and approached Doc. He was a pale yellow mermare, with a short, white mane. His eyes were a dark purple, and they were weary.

"I am. I'm Admiral Selachii. We need your magic to stop the Big Stallions at the tombs," Selachii explained.

"We'll do it, but we'll need your help as well. Here's what I think we should do; I'll use my magic to slow or disable the Big Stallions, and that's when you'll come in and damage its weak points. Cloud Runner, you'll be the distraction. Annabelle, you'll be part of the hit-and-run squad. Sound good?" Doc asked.

"It seems simple enough to do. What magic will you use to slow them down?" Selachii asked.

"I can't use electricity down here, so I'll slow them down with some ice. That's when you guys charge their ankle joints and destroy the armor."

"Good. If it all goes well, we'll have the tombs back by the morrow," Selachii commented.

"Let's go," Cloud Runner stated.

…

A convoy of about seven guards and the Spiritual Searchers travelled south for a good ten minutes, before Selachii stopped all of them behind a rock. "They are up ahead. Doc, will you initiate phase one of your plan?" he asked.

Doc looked past the rock and quickly hid again. "There's one right there. He's huge!" Doc whispered. He took out his amulet, and powered up. "I'll start using my magic." Doc slowly crept towards the end of the rock. He slowly peered out from the edge, but found that the Big Stallion was gone. _Where did he go?_

CRASH!

Out of nowhere, a drill struck next to Doc, almost killing him. He looked up in shock and saw that the Big Stallion was right behind him, viewports glowing bright red. It had stuck its drill into the rock, and could not move. He quickly acted by using his magic. His amulet shone a bright green, and his horn glittered brightly. He then took aim at the Big Stallion, and fired an incredible beam of light at it. The light came into contact with the Big Stallion, and it froze over completely. The guards now took advantage of the situation and charged towards the weak points of the Big Stallion. One by one, the joints of the armor fell apart until all that remained of the Big Stallion was an earth pony. The guards had seized the pony, and continued their trek through the tombs.

_OK, that's one down. We need to find two more. They're most likely within the tomb, mining for BETA._ "Stay alert. They will be deeper within the cave," Doc advised. The guards seemed preoccupied with picking up the drill from the Big Stallion, which included a flashlight. They easily brought it to the front of the convoy, and travelled slowly deeper into the cave. All of them were terrified, as the next Big Stallion could sneak up on them at any moment. _This reminds me of some horror title that I've seen before._ Doc thought.

They then saw it; the next Big Stallion, lumbering casually and drilling the cave wall. It then stopped, reached inside, and pulled out a white, glowing substance. Doc motioned to the guards to get ready. He took aim at the Big Stallion, and readied the next charge of ice. He blasted the Big Stallion, and it froze over. The guards then attacked the weak points of the armor yet again. It completely fell apart, and the pony inside floated to the roof of the cave. The guards then proceeded to go deeper into the cave, but not before being stopped by Doc.

"Hey! We can't just leave this pony like this," he said.

Selachii then intervened. "Of course we can. The pony is dead, anyway. We must find the last Big Stallion. Now, it's possible that it may be somewhere…" He did not finish his statement before he was pierced through his back and stood motionless. The object that was used to pierce him was not a drill, but looked more like a needle. It was removed, and Selachii was dead before he hit the ground. Every pony stood shocked and shrieked in horror.

"Holy shit! The admiral's dead!" yelled one of the guards.

"Every pony, stay close together and keep the light shining!" Doc ordered. They followed without hesitation. They didn't know what this last Big Stallion had that made it so stealthy, but they would dare not find out. Doc used his magic to illuminate the small circle of ponies. _That thing used to kill Selachii wasn't a drill. That Big Stallion isn't damaged; it's a different model. They're possibly used to wipe out traces of the guards._ Doc turned towards Cloud Runner. "Cloud, this one's not like the other two. This one's designed to sneak up and kill unwary ponies. Whatever you do, don't leave the circle," he warned. Only he knew how one fatal mistake could end up killing them all, and he tried to devise a plan.


	27. Lexicon

Percy ran towards the isolation chamber, where he came across a door reading: _Enter at Your Own Risk_. He opened the door, revealing an empty, red chamber save for a machine in the middle of the room. He walked up to it, and identified it as the containment unit Opus had described. It had many tubes sticking into the machine, all of which were filled with a white, glowing substance. Still holding the service radio he acquired earlier, he called again to Opus. "Opus, are you there?"

"Yes. You must be at the chamber. What you must do is deactivate the chamber with the lever sticking out of it before you open it. It will weaken his power, and calm him. Otherwise, he will go into a berserk state and possibly break the glass, flooding the city. He will be calm when he wakes up, and if you use logic and reason like I do, you'll be able to talk him out of his current state. If he gets enraged, he'll light up like a bonfire. If that should happen, his power will need to be worn out. Anything else, Spirit?"

_Spirit? He called me Spirit._ "Yes. Is there anything specifically dangerous about him? Anything at all?" Percy asked.

"Though he is not a unicorn, he can light himself on fire, freeze himself over, or cover himself in electricity instantly. The BETA causes the extra energy to release in these elemental forms. Need more info?" Opus asked.

"My last question. When he burns out his energy, how do we remove the BETA changes from his body?" Percy asked.

"Leave that to me. Removing all genetic changes in him is to be done precisely and quickly, otherwise he will die. Good luck," Opus responded. Percy turned towards the unit and pulled the lever, and all of the tubes connected to the unit stopped the flowing of the BETA. The meter on the side of the unit had displayed the decrease in power to the pony inside. When the meter stopped at around 360 BETA, the lock outside the unit opened, and Percy lifted the door to find Opus's brother, Lexicon. He was a Pegasus, as Opus explained, with a faded red coat, a dark blue mane, and a hammer cutie mark on his flank. He opened his eyes, which were oppositely colored as Opus's were; his right eye was blue, and his left eye was green.

"Why hello. My name is Lexicon. Would you kindly close the unit?" he asked.

"I'm afraid not. I'm here to retrieve you and take you to Opus," Percy explained.

"Did he not warn you of what happens when I become enraged? You will follow my demands, or suffer at my hooves," he stated coldly.

"Let's try to be reasonable about this," Percy suggested.

"Reasonable? You sound just like him. Thinking a problem could always be solved by 'talking things out' with other ponies. That is why I will be in command of Rapture soon, after I overthrow him. The only way to solve a problem is to find its weaknesses, and strike when ready. I gave this city its technology, and I can take it all away! With everything I have down here, I can head back to the surface, and start taking over," he commented. He then lit himself on fire, and charged towards Percy. Percy flung himself out of the way before Lexicon made contact.

Narrowly avoiding that attack, Percy stood ready to fight. _Wait. I have the amulet. If I am the Spirit of Amendment as Opus had said, I can figure out what to do._ He placed on the amulet, and it reflected off a bright, orange glow. Percy could not explain it, but he felt himself think much more clearly. Lexicon, seeing that he missed Percy, readied himself to charge again. Percy waited, standing in front of the containment unit. Lexicon then charged again towards Percy.

Rather than dodge the attack, Percy grabbed Lexicon's right wing, swung him, and used the momentum to fling Lexicon towards the containment unit. Lexicon crashed through the containment unit, breaking it into a useless heap of metal and wires. Lexicon adapted from his fiery state into his electric state. He stopped burning now, and he had many rapidly changing, blue streaks of lightning all over his body. He released many bolts of lightning in all directions. One of them hit Percy, singing his coat.

"Ah! That pain! It burns!" Percy yelled out. He looked at the spot he got hit in. Lexicon looked in surprise at Percy.

"Impossible! You should have perished! That bolt of lightning was over twenty amps!" he exclaimed.

"I am perishing! This hurts very much, you know." Percy was busy rubbing the part that was hit with the bolt. Lexicon, now even angrier than before, had one more way to wipe out Percy. He absorbed all the electricity flickering around his body, and his body began forming ice. It then completely covered his body, and he attempted his last attack on Percy. Rather than charge at him again, Lexicon grabbed Percy's neck and attempted to strangle him.

"You want to know something before you die, Spirit? Your prince will not be anything compared to me, and when I take Rapture from my brother, I will have all these ponies at my knees!" he gloated.

"Actually… you didn't account… for one thing…" Percy choked out. He shivered very much because of the ice formed around Lexicon, so much that it made it all the more harder to say the words coming out of him.

"And what would that be? Your death warrant?" Lexicon asked amusingly.

"No… you didn't plan… on being… hacked!" he gasped out. With that, Percy reached for the syringe Opus had given them, and pierced it through Lexicon's neck. Blood shot out from the wound, and Lexicon dropped Percy. Percy then ran up to the syringe, and removed the remaining BETA from him. As he did, Lexicon stood dazed, and then fell over to the ground lifelessly. Percy looked in horror at what had just happened.

"Damned nation! Bloody hell!" he yelled out in anger and shock._ What… what have I just done!? I just killed him! I killed another pony! What… why… how… did this happen!? Opus had said to bring him back alive. What am I going to do!?_ He bowed his head in shame, and tried to hide the fact, but the deed stuck to his mind, and would not leave.

**Note from the Author: Wow. Heavy stuff happened in these last few chapters. Leon is dying, the Spiritual Searchers at Atlantis are in danger from the last Big Stallion, and Percy having just survived Lexicon's attack, but stabbing Lexicon in the process. I enjoyed writing these chapters, and unfortunately have to leave it on a cliffhanger. Hope you liked it so far, more to come soon!**


	28. The Darkness

Elsewhere, Doc, Annabelle, Cloud Runner, and the remaining guards from the convoy were sticking close to each other, trying to avoid the last Big Stallion.

"If we make our way to the exit, we can all escape with our lives," Doc said.

"No way! We're gonna take this Big Stallion down! If some pony comes over here thinking it's safe, we'll have only ourselves to blame. I'll take it down, Doc. Just keep the lights on," Cloud Runner ordered.

"I don't think so. That thing killed Selachii, and we weren't even aware of it until it happened. Fighting it is not an option, Cloud Runner!" Doc argued.

"Maybe not for you, Doc, but I know the guards here will want to end this now! I am not gonna let some innocent mermares die because of some clunking pile of metal. Any pony who wants to kill this thing now, join me," Cloud Runner advertised. As if invigorated by the promise of revenge against the Big Stallion, many of the guards joined with Cloud Runner. Only one guard remained with Doc and Annabelle, and Cloud Runner led the group into the dark. _I'll destroy that piece of shit robot if it's the last thing I do._ Cloud Runner thought to herself.

…

Doc turned in disgust away from where they left. He then turned towards the remaining guard, and wondered why he stayed behind. "So tell me, why is it that only you stayed here?"

The guard who stayed was a young unicorn stallion with a tan mane, light green coat, and a cutie mark depicting a sword and shield. He was a bit older than the Spiritual Searchers, and he answered. "I know this may seem out of the ordinary, but I think we should have split up, considering the stealthy nature of this Big Stallion. You may not know it, but we mermares can see in the dark perfectly. Your friend is in good hands," he answered. He seemed confident that everything was going to be all right.

"Can you tell me who you are, and why you're a guard?" Doc asked.

"My name is Orion. I'm the youngest guard here. The reason I joined is because I have a younger brother to protect from the dangers of the ocean," he answered sternly.

"Orion, I trust that the guards will protect Cloud Runner, but tell us about this Big Stallion. What makes it so stealthy?" Doc asked.

"That Big Stallion, codenamed Silent Death, was a prototype of the Big Stallions they make now. Silent Death was a unicorn, unlike the earth ponies they use for Big Stallions. Because of this, it can place spells at will, ranging from teleportation to telekinesis, though its abilities are heavily limited. Its armor is much weaker than what they make now, but that lack of protection is made up by the fact that Silent Death can move incredibly fast. It wields a syringe on its right foreleg, and the other foreleg is free to use any other weapon." Orion had finished his lecture on Silent Death.

"How do you know so much about this?" Annabelle asked.

"I was never born a mermare. I was a unicorn who originally came from Rapture as an engineer of the Big Stallion, but a malfunction of the glass caused me to be swept away by the current. The mermares had found me drifting on the surface of the water. Rather than capture me, they turned me into a mermare. I thanked them, and I told them about where I had come from. I warned them of the Big Stallions and gave them the plans. Every once in a while, I would head back to Rapture to find my foal of a brother. After the first two days I was confirmed dead, I found him, and I told him to leave Rapture for his safety. He never listened since I was claimed dead and since he was just a foal. Plus, the appearance of a mermare in Rapture was considered suspicious. Ever since, I've been fighting for the mermares, being sure to avoid any fighting in urban areas," Orion explained.

"Have you tried turning back into a unicorn?" Doc asked.

"No. I haven't." Orion suddenly stood alert, and peered into the darkness. "Silent Death. It's here." He then looked around, searching everywhere. "He's gone. He teleported to the other group. Come on, follow me." He led them deeper into the cave.

…

Cloud Runner had been searching through the pitch black cave for Silent Death, but to no avail. She was somehow able to see perfectly in the dark, something she had never been able to do before. She then turned towards the guards, and her eyes went wide.

"Get down!" she shouted. The guards immediately complied, and narrowly missed a decapitation from Silent Death. She then charged towards Silent Death, who engaged her in combat. She pulled her right foreleg out to punch the machine. Silent Death stuck its syringe out towards the charging pony, catching her by surprise. Her hoof immediately made contact with the syringe, and it pierced her hoof through to the other side.

She yelled in pain, cringing as the blood released from her wound turned into a red cloud in the water. She swung her other foreleg towards the syringe, and punched it with such force that it snapped in half. Silent Death, with no other weapon available, then swung its forelegs at Cloud Runner.

The guards, who had recovered from their sudden dodging of the attack of Silent Death, now charged towards Silent Death. They held onto the robotic stallion, and would not let go. As soon as they did, though, the mechanical horse teleported away from them.

They all looked around to see where it had gone. From the other side of the cave, many rocks and tomb artifacts were being flung at them. They struck one guard in the stomach, where he clutched it in pain. Another rock had struck a guard on the head, knocking him out.

Cloud Runner removed the syringe from her hoof, releasing more blood clouds into the water. She grasped the syringe with her good foreleg, and lifted it over her head. She then smashed it down onto Silent Death's horn, which was unknowingly in Cloud's line of sight.

The machine now shrieked in pain. The guards, not missing there chance, charged again towards the Big Stallion and tackled it down. They held on tightly, while Silent Death was still squirming, trying to escape from the grasp of the guards, but no longer able to teleport. Cloud Runner swam towards the machine, grabbed the helmet tightly, and twisted it to the side as hard as she could. She gritted her teeth, and did it without any hesitation. There was a loud cracking noise, and Silent Death floated lifelessly to the cave ceiling. _That's for all the mermares you killed._

Doc, Annabelle, and Orion swam towards the other convoy. They looked at Silent Death, floating in the ceiling now. They looked at the corpse in a mix of both satisfaction and disappointment. Cloud Runner then turned towards them. "The job is done. The tombs are cleared, and the Big Stallions have been cleared out." She grimaced in pain as she said this. Doc seemed to notice her wound.

"We should get out of here now. Let's take you to a medic, and then we'll leave towards the beach after meeting with Empedocles." The entire convoy then headed back towards the cave entrance, collected the corpse of Selachii, and left the tombs. They then headed towards Atlantis, with a mix of remorse and triumph.

…

Arriving at the Grand Hall, the guards saw to it that Cloud Runner was taken to the infirmary inside. Empedocles came out from the building and approached what remained of the convoy for info regarding the condition after the attack on the cave. He went up to Doc and asked him about the situation.

"All Big Stallions are gone, sir. The tombs are clear now, and can safely be traversed now," Doc answered.

"Yes, that's good." Empedocles turned away as he said this. "Selachii… what happened?" he questioned under his breath. He turned back towards Doc. "Come, then. I ask that you help me write to Ryan and negotiate with him." He led Annabelle and Doc inside. Orion followed them as well. He approached Doc.

"Doc, do you think you could help me obtain the files from Rapture regarding me and my brother? " Orion asked.

"I suppose I could. Would you need any help with your search?" Doc asked.

"I would, but if it's too distracting from your search for the Spirits, I'll go alone," Orion responded. "I can also help you find the Spirits, if you'll have me help out."

"We could use any help you can give, and we'll help you. Let's make these negotiations first," Doc stated.

Empedocles led them inside to the office, where he had finished his negotiations. "Well, what do you think?" he asked them.

Doc looked at the forms, indicating that Atlantis would end the fighting by allowing Rapture to explore the rest of the ocean freely, but demanded that Rapture stop production of the Big Stallions. Doc nodded, but he did make minor alterations to the document. Empedocles did not view the paper, but was still curious as to what he changed. Doc explained to him.

"The changes I made were so that the negotiations were a little more 'persuasive' for Ryan. I also added another request as well. He should agree to them, and then we'll be done with this fighting," Doc explained. He gave the enclosed document to Empedocles, who sent it to the delivery room to be delivered to Rapture.

"Thank you, Spirit, for your help in our squabble. How can we repay you?" Empedocles asked.

Doc turned back towards Orion, and answered to Empedocles. "You could let Orion go from Atlantis. We are to help him, and he is to help us. And our friend, Cloud Runner, needs to be healed," Doc answered.

"Done and done!" Empedocles answered. With that, he thanked them again, and bid farewell. Doc, Annabelle, and Orion then went to retrieve Cloud Runner, and would leave Atlantis to head to the surface afterwards, where they waited for Leon, Chloe, Percy, and Draco on the beach.


	29. Reparations

Percy looked down at the corpse of Lexicon, and lifted it onto his back. He carried it outside the chamber. As he did, he saw a pony on the ground. He also saw Chloe, who was embracing Leon. He ran over to help them, and Chloe looked up with tears in her eyes. She looked at the body on his back, and looked back at Percy with questioning eyes. He nodded slowly and sadly. She focused her attention back on Leon, not knowing what to think. _I can't even accept the fact that I killed Lexicon. This was not supposed to happen._

"We should take him to the city's hospital. He needs medical attention now," Percy suggested. Chloe, without looking back at Percy, nodded slowly. She picked Leon up, but Percy took him and placed him on his back. Percy also placed the other pony on the ground on his back. He showed no struggle, and carried them relatively easily. They slowly made their way into the city, and something had come up on Chloe's mind.

"How did it happen?" she asked with hesitation. He wondered if he should tell her what really happened, or if to say that he went quickly. He decided.

"The syringe that Opus gave me… that's how. It was a last resort, and I wouldn't have done it if I had another choice." He then began feeling remorse and anger. "What am I going to tell Opus!? He wanted his brother back alive! And I failed at that…" he answered with depression.

"He gave you the syringe as a last resort. I'm sure he'll take it really hard, but he won't hold a grudge over you." She then changed the subject to Leon. "I tried to help out as much as I can. I hope he turns out well." She began to worry again.

Percy and Chloe later reached the city, and headed on a tram towards the hospital.

…

At the hospital, Percy and Chloe dropped off both Leon and the pony that was trapped in the armor. Both ponies were placed in the intensive care wing of the hospital, a wing that had hardly ever been used in Rapture. Percy turned towards Chloe. "I'm heading towards Opus's office to deliver his brother's remains to him. Will you stay here?" he asked.

"Are you sure you want to go alone?" Chloe asked.

"Yes. I'd rather have Opus punish me than us both. If I don't come back, I just wanted you to know that I enjoyed everything we've ever done." He hugged her, tears filling both their eyes. "Tell Annabelle that I loved her. Goodbye, Chloe." He then left the hospital, and headed towards Opus's office. He held the body of Lexicon on his back, covered with sheets so that no one would see the corpse. He walked towards the office, flooded with many thoughts. _What am I to do? This death can't be justified. I may be executed, if not jailed for life._

_"Percy, don't worry about Opus. Trust in yourself, Spirit of Amendment, and you won't go wrong,"_ a voice in his head said.

_"What? Who said that?"_ he thought to himself.

_"Percy, I am Celestia. I know who you are, and how you feel. Trust in yourself, and know that nothing will happen to you."_

_"Celestia, forgive me. You are confident that I will be fine, but I am not."_

_"Do this, and prove to yourself that you will make amends with Opus."_ The voice then disappeared.

_She's right. Trust in myself, and I'll be surprised how this may turn out._ Percy then reached the office, and noticed Jack and Johnny standing guard. They recognized Percy, and allowed him access inside. He took a deep breath, and walked slowly inside. He saw Opus behind the desk, organizing his files. He turned towards Percy, and looked depressed. "It's come to my attention that my brother, Lexicon, is reported to be deceased?" he asked sadly.

"I'm afraid it's true. I must tell you right now, that I am the one who killed him. If you have any punishment planned, then only punish me."

"Where is he?" Opus asked.

Percy pulled the corpse off of his back, and laid it on the table. Opus approached it slowly, not knowing what to expect. He finally stood next to it, and hesitated. He then lifted the sheet off of Lexicon's body, and saw him. After seeing his brother, he suddenly stood shocked. He saw the wound on Lexicon's neck, and wondered what Percy had done. "By any chance, did you pierce him with the syringe that I gave you?" he asked with hesitation.

"Yes. I did. I know it was a last resort, but it was done. What is to be my death sentence? Drowning, decapitation, electric shock, insect swarm, fire, freezing, or something similar to that?"

Opus looked at Percy, and did something that caused shock to come to Percy; he smiled. "Percy! I had thought you had actually used sheer power to take Lexicon down." Opus laughed heartily, and it caused Percy's jaw to drop.

"OK. What the fuck? Why would you laugh at me piercing your brother's neck?" Percy asked angrily. He surprised himself at the use of foul language, but to him it didn't matter. _Has Opus gone insane for being underwater for too long._

"Percy! You didn't kill him. That syringe I gave you was meant to paralyze him long enough to be spliced back to his original self. If I caused you any worry, I am dreadfully sorry." Opus continued to laugh.

Percy was no longer depressed. No, in fact, he was more furious than ever. "If you caused me any worry… I WAS PRETTY FUCKING WORRIED! Why wouldn't you tell me about the syringe!? Do you know how it feels like to be traumatized by committing murder!? What is wrong with you!?"

"OK, OK. I made a mistake," he said amusingly. He then spoke in a serious tone. "But you trust yourself in dealing with this. Percy, you represent the new Spirit of Amendment. I was informed by Celestia that you were to be tested, and that if you were the true Spirit of Amendment, you would trust yourself that nothing would go wrong. Congratulations, Percy." After making the announcement, Opus's body and eyes shone a bright orange, and the amulet around Percy's neck dazzled orange as well. After some time, Opus stopped glowing, and so did Percy's amulet.

"Percy, I am to inform you of the next Spirit of Peace that you will search for; the Spirit of Freedom. You will find this unicorn in Canterlot. Princess Celestia herself will welcome your group. The unicorn is a lieutenant of some sort. I did not receive much info from her, but I'm sure the Phoenix Bearer will. Speaking of him, I heard he was in the hospital. They should have him back on his hooves in no time with the Vita-Chamber!" Opus stated in happiness.

"Thank you, Opus. For everything that you have done to help us. I must head back to the hospital, and then we're off to the surface," Percy said.

"Of course! By the way, your dragon spat out a letter addressed to me. I hope you did not mind. I received word from the mermares that they wish to cease the violence. This came from the Spirit of Wisdom, and I agreed, so long as we were allowed to freely roam the ocean. They agreed so long as the Big Stallions would stop being produced. We complied as well. He also asked for the residential records of a unicorn named Orion, as well as his sibling. I don't know why, considering Orion was swept away and his sibling left the city, but here they are." Opus handed him some documents. "Lastly, we are finally allowing free entrance and exit of the city at will, so whenever you get the chance, stop by!" he exclaimed. Percy then bid farewell, and left the office.

As he left, he noticed Draco waiting around the door. He picked up Draco and left to the hospital. "You're disgusting, you know that?" Percy told Draco.

"Save your babbling. You're worse than Leon. Speaking of which, where is he?" Draco asked.

"I'm afraid he is in the hospital. He's been seriously wounded," Percy explained miserably.

Draco lowered his head in shame. "I take it back. I'm sorry I said that."

Percy trotted to the hospital, hoping Leon would be all right.


	30. A Night Alone

Percy and Draco arrived at the hospital to find that some nurses, including Chloe, were wheeling Leon towards a chamber. They placed him inside the chamber, and closed it shut. The nurses then pulled a lever on the outside of the room, and viewed through the window. Percy and Draco went up to the window to find that some metallic objects emerged from the walls. The objects, now fully revealed, shot a ray of electricity at Leon.

"What are they doing!?" asked Percy.

"They placed him in the Vita-Chamber, where he'll recover," Chloe answered.

The electricity inside continued to zap Leon, healing his body and mind. It awakened Leon, and he stood up quickly. He looked towards the window to find that many ponies were observing him.

"Hey, what's going on here?" he asked with worry.

"Leon, it worked! You're in the Vita-Chamber right now, and you're doing better!" Chloe shouted.

"What happened to me?" asked Leon.

"Well, you were on the brink of death, and if you weren't in there..." she did not finish her sentence.

"What's going on? How's the situation with the Amulet?" Leon asked.

She looked down, and she could not tell him about what Percy had done. To her surprise, Percy spoke up. "Well, I ended up securing peaceful negotiations with Opus. It went really well, so all we need to do now is leave!" stated Percy.

"You mean, Opus took the death of his brother well!? That's terrible!" exclaimed Chloe. "How fast should we escape?" she then whispered.

"No, he wasn't dead. He had been drained of his power, but is doing just fine!" Percy explained.

"Well, can I leave the Vita-Chamber now? I can hardly see a thing!" asked Leon.

"Yes, you may," answered one of the nurses. They unlocked the door, and he bumped into the wall a couple of times before he actually came outside. He came out looking brand new, and his eyes turned from red to yellow.

"That's better! I can see a bit more! All right, when are Doc, Cloud, and Annabelle coming back?" asked Leon.

"They should meet us back at the entrance to the Bathysphere station above ground. We're just about ready to leave, anyway." Percy then gave Draco back to Leon, who subsequently hugged him.

"Leon! I didn't know you were in the hospital. I'm sorry I couldn't come earlier!" Draco exclaimed.

"It's OK. I'm glad you didn't have to see what went on there," he responded. He thanked the nurses, and they headed to the Bathysphere station, ready to leave Rapture. They entered the Bathysphere, and left with a farewell from the citizens of Rapture.

…

As they exited the Bathysphere, they found Doc, Annabelle, Cloud Runner, and another pony waiting outside the cave, back to their normal selves. They noticed that Cloud Runner was bandaged around her hoof, and she didn't seem worried by it. The Spiritual Searchers reunited once again, greeting each other warmly. Percy and Annabelle hugged each other when they reunited. Leon, Percy, and Chloe turned to see who the pony with them was. "Ponies, I'd like you to meet Orion. He's a unicorn, who was transformed into a mermare. He's going to help us, and we're going to help him find his lost sibling," Doc explained. "Do you have the documents regarding them, Percy?"

"I have them right here." Percy then handed Doc the documents. Doc and Percy first viewed Orion's file. The file stated that he was born ten years before the Spiritual Searchers, making him twenty eight years old. It also stated that he died ten years ago when the glass to the factory he worked in broke and swept him away. Doc then handed the file to Orion, while he viewed the next file Percy gave him. He viewed inside, and saw Orion's brother in the file. He was a Pegasus, but could not be identified well since the photo was black and white. The Pegasus had a long mane that flowed behind his head and just over his forehead, with an equally flowing tail. His name was stated as Magnus. Magnus's file only mentioned that he and his family left Rapture five days after Orion's supposed death, but to where he left was unknown at first glance.

Doc handed the file to Orion, who looked it over carefully. He then lowered the file, and wondered where his brother could have moved to. _Five days after my 'death'. So my brother did leave when I told him. They didn't leave Rapture until then. Where could they have gone?_ He was unsure what to think. "Well, it doesn't say anything about where they went, but they were all Pegasi. I was the only non-Pegasus pony in the family, so they may have moved to a cloud city," Orion stated. Leon noticed that Orion spoke with a soft, Scottish accent.

"A cloud city? We're heading towards Cloudsdale sometime soon. Would you like to come with us?" Percy asked. Leon looked at Percy. _Is that where the next Spirit is? Cloudsdale?_

"If it would not be too much trouble to you, yes, I would. Thank you," responded Orion.

"It's getting late outside. We should head home already," said Cloud Runner.

They all headed outside the cave. The moon was up, and it reflected off the surface of the water in a beautiful white glow. Cloud Runner bid farewell, and took off. Percy and Annabelle also said their goodbyes, and left together. Doc turned to Orion. "If you need a place to stay, I can provide you with a room in the library," he said.

"You would do that? Well, I don't know what to say," Orion responded. He then followed Doc towards Clover Ranch.

All that remained were Chloe, Draco, and Leon. "Well, I'm heading to the cave to catch some shuteye. Wake me when we're leaving," Draco stated, leaving to the cave.

Now Leon and Chloe stood together alone, and realized this. Chloe approached Leon, and had tears in her eyes. "Hey. What's wrong?" asked Leon.

She hesitated before she answered. "Down in Rapture. I thought I would lose you. You were in pain, and it tore me up. I wanted to tell you… that I love you." She was still saddened by Leon's state in Rapture.

He looked down, thinking about what to do to cheer up Chloe. He held her hoof, and looked into her eyes. "Listen, I know that you tried healing me. That's probably the most generous thing any pony's ever done for me. I thank you for that. I was thinking to myself last night about how to make every moment with you worthwhile. I realized that I love you too." He lay under the stars, and motioned for her to join him. She lay down beside him, and they both gazed at the night sky.

"Isn't it wonderful? This night is perhaps the most beautiful one I've ever seen," Chloe said soothingly.

"Yeah, it makes a pony appreciate the things in life. Like the other pony next to them," Leon responded. He turned to Chloe, and she looked back at him. She snuggled up close to him, and still gazed into each other's eyes. They moved in closer together, and kissed each other softly. They spent the rest of the night alone together, under the stars.

…

Leon awoke the next morning, still on the beach. He wanted to get up, but noticed Chloe had cuddled up to him. She used his chest as a makeshift pillow, and he had his wings wrapped around her for warmth. He did not want to disturb her, so he continued to rest for a while more.

Draco, coming out of the cave, yawned and headed towards the beach. He walked up to where Leon and Chloe lay together, and plotted a devious plan to wake both of them up. He headed towards the ocean, slurped a large amount of water, and headed back to where they were resting. _My heart is telling me no, but my head is yelling out YES!_ He proceeded to spray them, but instead, he burped out steam and a letter. _No! I was so close!_

He picked up the letter, walked up to Leon, and smacked him across the face with it.

Leon immediately woke up. "Draco, what are you doing?" he asked angrily. Chloe, awakening from her beauty sleep, yawned quietly.

"Wake up! You got a letter from Celestia. Seems important," Draco responded.

"Morning, Leon. You got a letter from Princess Celestia? It must be important," she responded.

He proceeded to open the letter, wondering what she could tell him about the next Spirit of Peace.


	31. Morning After

Leon opened the letter, revealing Celestia's message. It read:

_Leon,_

_I could not reach you during your sleep last night, mainly because you didn't sleep last night. So I sent your dragon a letter describing the next Spirit; the Spirit of Freedom. He'll be located at Canterlot, where I have arranged for you to stay. I'd like to meet you personally, and explain to you more about the Spirits of Peace. To make searching for the Spirit of Freedom easier, I'll reveal to you the identity of the Spirit. Look around Canterlot for Lieutenant Shining Armor. He is part of my Royal Guard, and will explain to you how to receive the Amulet of Freedom._

_To arrive in Canterlot, you must take the Pony Express all the way to Canterlot. Draco should cough up the tickets anytime now, so make sure to have them. I sent you eight tickets, seeing that Draco and a new member of your group are going with you. The train leaves tomorrow, so be ready. I will see you soon, Leon._

_Celestia_

He showed the letter to Chloe, and she nodded in agreement. "Looks like we need to get the group together again. Let's head back into town."

"Yeah, let's go," he responded. Leon let Draco climb on his back, and they left. The two ponies and dragon walked together away from the beach towards Clover Ranch. The day was bright and sunny, and they all felt the basking of the warm, spring sun. The day could not be any more perfect than it already was.

They soon reached Clover Ranch, and first headed towards _The Olympia_. Surprisingly, Percy was not around the restaurant today. "I think he went over to Annabelle's, seeing as he isn't here," commented Leon. "How about we head to Doc's library first? Get Orion and Doc and tell them about this."

"Sure. I wonder how Orion is going to find his brother. What did it say about him?" asked Chloe.

"Apparently, Orion's brother was just a foal when his family left Rapture. I wouldn't be surprised if his brother doesn't recognize Orion at first. I'm pretty sure I wouldn't, considering I hardly remember my foal years," answered Leon.

"Are you kidding me? I was born a few days ago, and I can remember every moment of it. I even remember you floating around in happiness after Chloe decided to stay a little longer," Draco retorted. Leon turned red at the statement, and gave Draco a stare telling him to shut up, as well as a smack with his wings. Chloe giggled when she heard this, and looked at Leon.

"Leon, you must have been really happy that night," commented Chloe. "That's nothing to be ashamed of. I felt the same way too."

Leon looked back at her, smiling as he did. "You always know how to make some pony feel better."

The group finally arrived at Doc's library. They knocked on the door, and it opened almost immediately. Doc welcomed them inside, where Orion was sitting in the desk buried in his and his brother's files. He looked up at the visitors, and greeted them. "Hello, ponies. How are you today?"

"We're doing excellent today. Anything new that you learned about your brother?" Leon asked.

"Yes. After he had left from Rapture, he seemed to head eastward. The last known location that he was in according to this was in Canterlot," Orion informed them. "So, what did you find out from Princess Celestia?"

"How did you know about that?" Leon asked.

"She came to me during my sleep. She informed me of your situation, and I asked her if I could help you in any way possible. She said I could, but that the road ahead will be dangerous. I believe my years of life experience can help you out," Orion explained.

"What magic do you specialize in, Orion?" Leon asked.

"I'm not limited to just one area of magic. I'm sort of a jack of all trades. I can use many spells, from transformations to summoning spells, buffer spells and other random spells here and there. Unlike your friend there, who's a master of healing spells," Orion stated, indicating to Chloe.

"Oh, thank you. But I'm not a master healer yet," she explained. She turned to Leon. "You should tell them about what Celestia sent."

"Well, it turns out that Celestia wants us to go to Canterlot. She wants us to ride on something called the Pony Express. I have the tickets right here." Leon handed Doc, Orion, Chloe, and Draco their tickets. "She informed us that the Spirit is a lieutenant in Celestia's Royal Guard, by the name of Shining Armor."

"That should be in your line of work, Orion," Doc explained.

"You're saying he's a left-tenant?" Orion asked.

"No, lieutenant. _Lieutenant._" Leon stressed.

"A 'Left-tenant' is what we called lieutenants in our royal guard, as they were the third-in-command, right after captains and admirals. I think I've heard about this pony before. Is he a unicorn by any chance?" Orion asked.

Surprised registered on Leon's face when Orion correctly guessed Shining Armor's species. "Yes, he is. Why do you ask?"

"Usually, the Pegasi in the Royal Guard are part of the air brigades they have. A lieutenant is not usually a rank in Canterlot's air brigades. He must be in the unit guarding Celestia personally in her castle. And considering he's a unicorn, he might use protection spells, such as shields," Orion lectured.

"So Doc, do you know anything about the Pony Express?" Chloe asked.

"Yes. It's a train that goes all across Equestria. By the way it sounds, we'll be stopping at a couple of towns and settlements before we actually reach Canterlot. Some towns we will stop at before we get there are Los Pegasus, Trottingham, Dodge Junction, and Ponyville! Because of that, we will need to pack many provisions, including bits, food, and overnight supplies," Doc said excitingly.

"You seem to be excited for this trip. I really don't know any of those cities, so could you please fill me in with your knowledge?" Leon asked.

"Sure thing! Los Pegasus is located down in southern Coltifornia, and is a city that both house the biggest names in entertainment and the largest gambling centers in Equestria. Trottingham is the city that Percy comes from, and is filled with ponies from across the Great Ocean, so they speak with an accent similar to Percy's. Dodge Junction is a small, isolated town that holds many prospectors and ranchers, and is also where Annabelle is from. I don't know much about Ponyville, but it is near both Canterlot and Cloudsdale. When we arrive at Ponyville, I'll be sure to it up more!" Doc stated giddily.

"Is there any reason as to why they don't talk much about their homes?" Leon asked.

"Well, it's a personal preference. They don't talk much about their old homes, and they'll probably have a hard time heading back. I know that Cloud Runner once visited Los Pegasus, though I forgot why," Doc answered.

"I hope we all get enough time to catch up in the stops. I don't know if we should stop at Los Pegasus, since it seems like the kind of city where bad habits are everywhere," Leon stated.

"It really isn't like that. Just because it's the entertainment capital of the world doesn't mean it's bad," Doc argued.

"OK, maybe it isn't. Anyways, I'm ready to take off tomorrow. We gotta tell Percy, Annabelle, and Cloud about this too, so they have time to get things done," Leon said.

"OK, so let's get Percy, Annabelle, and Cloud Runner in on this, and get ready to leave tomorrow," Doc explained.

"Yeah! Road trip to Canterlot!" Leon exclaimed.

They left the library, ready to go off on another Spiritual Searcher journey that would span many days.

**Note: All right! We got our first FiM character that the Searchers will meet. I don't know much about military, but I know that a lieutenant is just below a captain, which is what Shining Armor is in FiM. More of that to come soon! Until then, happy reading!**


	32. A Tale of Two Tails

**Note: Welcome back, every pony! New chapter posted after some time. Planning to release a bonus chapter not having to do with the story on March 1st. Why? Because that's Derpy Day! Now on with the story!**

They first headed to Annabelle's Plantation, where Leon had correctly predicted that both Percy and Annabelle were. They worked together harvesting clovers, and the other Spiritual Searchers had wanted to help as well. Percy and Annabelle greeted them, and they all helped to harvest the green, succulent plant. They spent a good hour picking the plant, but they enjoyed it anyway. They placed them in Annabelle's cart, and she towed them to the cooling house. She came back out, ready to start yet another journey.

"All right, which hoedown are we off to this time?" Annabelle asked.

"Well, this journey may take some days, so we need to pack up for the trip. We're heading to Los Pegasus, Trottingham, Dodge Junction, Ponyville, and finally Canterlot. We leave tomorrow," said Leon.

Annabelle and Percy stood stern and silent when Leon mentioned their hometowns. "I'm sorry, did you say Trottingham?" Percy asked.

"And Dodge Junction?" Annabelle asked.

"Yes, I did. Is something wrong?" Leon asked.

Percy looked away from the group, wondering if he should tell them or not. _Trottingham? I haven't been there since… since…_ He couldn't think anymore after that, and he stood there silently. Something painful had come up inside him, something he wished not to remember. It hurt him every day, and he stood there sobbing quietly.

Annabelle also had turned away from the group, not knowing what to tell them. _Dodge Junction. It hurt me when I left, and going back won't be a cakewalk. I hope Clover Bloom won't be there…_

She turned towards them, and told them about her past life. "I came from Dodge Junction. I used to live there as a filly, but I moved ever since… things went bad. I left from there, and moved in here to Clover Ranch with my grand stallion. My sister, Clover Bloom, stayed back over there with our grand mare to help with the clover plantation over there. I moved over here because…"

She could not finish her sentence, and hesitated. She turned around, tears in her eyes, and finished her statement. "My parents aren't around anymore. That's why I moved here with my grand stallion. And why I hold this hat I wear very dear to me," she said, motioning to the hat on her head.

Percy, having heard Annabelle's tale, wondered whether to to tell his. _I wonder how long it has been, exactly, since I left. I think Grover said it's been seventeen, but I can't remember. No, it's not that I can't remember. It's that I don't want to remember. Oh, what to do…_

"Trottingham… that's where I once lived as well," Percy spoke up finally. "I had lived there my whole life… as a homeless colt with no one to turn to. My parents had passed not too long after I was born, and I roamed Trottingham alone. The only family I had left was my brother, Grover, already a stallion, who lived here at Clover Ranch. He brought me here, and let me run his restaurant, _The Olympia,_ with him. I could never thank him enough for what he did," Percy said distantly. Both Annabelle and Percy looked down, trying to hide their eyes. Their ears were lowered, and they kept their heads down.

The other ponies felt sympathy for the two, and wondered whether they should go or not. Leon spoke up about this. "Percy, Annabelle, do you want to go through with this? If you don't want to, you don't have to. Think about it before you answer. We'll wait at the entrance," Leon stated.

Leon, Chloe, Doc, Draco, and Orion all headed towards the entrance. They then saw Cloud Runner flying down from the sky, but she couldn't fly well due to her wounded leg. Rather than land gracefully as she did many times before, she crash-landed down into a nearby tree. "OW!" Cloud Runner shouted.

"Whoa! That's gotta hurt!" Draco said.

They all ran over to where she had crashed, and saw a giant hole in the leaves where Cloud Runner lay dazed.

"Hey, who turned off the lights!?" Cloud Runner asked, still dazed.

"Yeah, she's bumped her head." Leon then helped her down, and rubbed Cloud Runner's head with his wings, soothing it. After a while, Cloud Runner regained consciousness.

"Thanks for that. It's hard to land when your leg is injured. Where did you learn to do that?" Cloud Runner asked.

"A long time ago, my parents and I went to Canterlot and stayed for a few months. We left to Cloudsdale after that, and stayed there for about a few years before moving here. Like I said, I worked many odd jobs, and one of them was a chiropractor." Leon looked at Chloe when he said this. She blushed and giggled under her breath.

"What else did you work as?" Cloud Runner asked.

"I worked as a chiropractor, test subject, courier, and a house sitter. I never stayed in one job, though, because I love trying out as much as I can," Leon said.

"Did you say, test subject!?" Doc asked.

"Yeah, I volunteered to be used as a subject. I was always checked by doctors at Canterlot, and even Celestia on some occasions. I believe they used me for magic spell testing, like healing spells. I never minded them; in fact, it was awesome to be cured when I got sick."

"That's demented, even for you, Leon!" Draco exclaimed.

"Not really. Like I said, I volunteered for it." Leon immediately changed the subject. "Oh, Cloud Runner, take this. It's a ticket for the Pony Express tomorrow, so make sure to pack anything you need before we leave." He handed Cloud the ticket.

"The Pony Express? Sounds like we're gonna be gone for a while, if we need to pack," Cloud commented. "Where are Percy and Annabelle?" she asked.

"They might not be going. I asked them to think it over right now, and we're still waiting on them," Leon said. They waited for a good thirty minutes before Percy and Annabelle came from the plantation. Every pony waited to see what they would do, and if they were going or not.


	33. The Revelations (Part 1)

**Note: This chapter is finally up! Hurray! Because it's so long, I had to split it up into three parts. That, and I had to add a suspenseful cliffhanger to each part. They are VERY IMPORTANT to get the next few parts of the story. A lot is revealed in the chapters, so pay close attention. Thanks again!**

Annabelle went up to the Spiritual Searchers first. She looked at all of them, and announced her decision. "I'm going on this Pony Express, but I sure as heck am not getting off at Dodge Junction. I don't have it in me to go back over there," she stated.

"It's all right. You don't have to," Leon reassured her. He handed Annabelle her ticket, and she took it reluctantly. The Spiritual Searchers then turned towards Percy, who was still standing there.

"I'm going with you, but I am not getting off at Trottingham. There's nothing left for me over there, and is only a place of pain for me. I hope you understand," Percy stated.

"Of course we do. Here you go," Leon said, handing Percy his ticket. He took it slowly, and was reassured that he had nothing to worry about. They all smiled and cheered.

"OK. Let's get home, get our things, and get ready to leave. We'll meet up at the station tomorrow at 7 o'clock. Doc, could you bring the minerals with you on the Pony Express?" Leon asked.

"Yes, I can do that. I'll bring a month or two worth for Draco," Doc said.

"Nice! Ready, every pony?" Leon asked.

"Yeah!" they all yelled. Orion then looked at them, wondering what he would do to get ready. "What do I do, for the time being?" he asked.

"I think I can help you, Orion. I have supplies and bits you could use at the restaurant," Percy stated.

"I… I couldn't. You've been kind to me already. I can figure out something," Orion responded. "I was wondering if there is any way to pass the time here."

"Plenty! We can show you around town, if you'd like," Annabelle said.

"I would love that. It's been a while since I've been above ground." Orion, Annabelle, Percy, and Doc left to explore town. Leon turned to Chloe.

"I'll see you tomorrow, Chloe. I have to find a way to get out of the house for a while," Leon said. They both nudged their heads together, a common sign of affection among ponies. Leon then turned to Cloud Runner. "Ready to fly?" he asked.

"Ready would have been my answer had my leg not been pierced. Though I heard you had it worse since you got shot. But, anyway, let's fly!" she exclaimed. She grabbed Draco and placed him on Leon's back, where he held on tightly.

They placed on their goggles, spread out their wings, and took off from the ground.

…

"So, what's been going on with you and Chloe, lover boy?" Cloud Runner teased.

He twitched uncomfortably at the question. He stammered, and could not find the answer to Cloud's question. "Um… it's just… it's… I… we have a special connection together," he answered nervously.

"Uh-huh. I'm pretty sure you didn't fly home last night was because you were with Chloe," Cloud responded.

"OK. You're kind of getting into personal information here. I'm sorry, but it's complicated," Leon answered.

"Oh. My bad. So, I heard we were stopping at Los Pegasus. Are we getting off, or not?" Cloud asked.

"I don't know. I'm still conflicted with whether we're getting off at any of the other stops. The only one we will stay at for sure is Ponyville. I need to see an old friend again," Leon stated. They soon arrived at Caelum Lux, and landed softly on the clouds. "I'll see you tomorrow, Cloud," Leon stated.

"Yeah, you too," she responded distantly. He had left inside his house, and she walked home. _So, he's into Chloe. I would have thought so._ She left to her own house, with a bit of sadness in her.

…

Leon went inside to find his parents waiting for him in the living room. They looked concerned. "Leon, sit down. I believe you need to know something." His mother motioned for him to sit on the couch.

Leon knew that they had something serious on their minds, and that whatever it was involved him in some way. _This can't be anything good. I can't help but feel that this is going to be something bad._ He sat down on the couch, ready to hear whatever they had to say. "What is it?" he asked shyly.

His mother breathed deeply before she spoke. "Leon, we've noticed that you've been disappearing from the house more often. Is there a reason why you hardly stay at home now?" she asked.

_Oh no. What do I tell them? I can't say that I've been going off on adventure and was close to being killed twice already. What should I say?_ "I… I… I've been out with my friends," he stuttered.

"OK. But what have you been doing with your friends?" she asked.

He was sweating now. His heart was beating fast, his breathing was irregular, his eyes darted from side to side, and he was trembling in place. "I… I… I… I've been out… looking for… for… for some ponies!" he answered nervously.

"Leon, you need to tell us what you've been doing now," his mother demanded.

"No. I… I can't!" he replied quickly.

"Leon, tell us! You can't hide everything from us. Tell us," she ordered.

"I'm sorry, but I just can't tell you."

"Leon, tell us now!" his mother commanded.

"I've… I've been looking… for… the Spirits of Peace!" he let out. He waited for them to see what they would do.

His mother looked at him with shock in her eyes. _She thinks I'm lying. I have to explain to her that I really am._ He took out his amulet, and explained to them what he had been doing.

"After I went down to Clover Ranch, my friends noticed my cutie mark. They said that it never happened before, and said that the only place to find out more about this would be Trotter Tower. We went over there, and found out that I have the mark of the Phoenix. The Phoenix Bearer is supposed to find all of the Spirits of Peace and obtain the Amulets of Peace to bring back the royalty and stop an evil overlord. That's where I've been this whole time," he explained slowly.

His parents absorbed this, and sighed disappointedly. _They didn't accept it. They still think I'm lying._ His mother turned towards him, and looked at him with sadness. "I didn't want you to find out about this, but it looks like you found out anyway. It's time I told you about this," she said. Leon looked at his mother curiously, wondering how she already knew about this. _They… knew?_


	34. The Revelations (Part 2)

**Note: Part 2 of The Revelations. Leon learns about his past, and not in the good way. What dark, hidden, facts will he learn? What was the reason he moved to Caelum? Find out now!**

**Also, posted a new story on Derpy Day, titled ****_Spiritual Setback_****! Check it out on my author page! Thanks for reading, and now onto the next chapter!**

"Leon, we knew since you were a foal that you would bear a Phoenix on your flank. We didn't know what it meant, so we left our old hometown to live in Canterlot. There, we met up with unicorns in medical and magical expertise to tell us what it meant. No pony knew what it meant, and we didn't know if it was a health problem or a condition. During one of our visits to the hospital, Princess Celestia, who had heard about our situation from the hospital employees, came to visit us. She said only she knew what it meant, and she inspected you. After an examination, she told us about you." His mother paused while Leon absorbed this.

_Is that why I was always inspected, because of my cutie mark? I thought they would inspect me for finding cures to the Cutie Pox! Why would they lie to me?_ Leon thought deeply, and became irritated.

"She told us that you were destined to bring back power to a cloud city somewhere in Equestria, specifically Caelum Lux. We did not want you to face danger, so we took you instead to Cloudsdale. We lived happily in Cloudsdale, where you grew up for most of your life. We put you in flight camp, where you made friends and we didn't have to worry about your mark. We thought you would never have to find out what your mark meant, and we would have stayed at Cloudsdale, if not for the amulet." His mother paused after this.

Leon looked down at the box, where the amulet was. _The amulet? What does this have to do with why we moved to Caelum Lux?_ He became more irritated.

"Princess Celestia contacted us a week before we moved here. She said that since you were eighteen years old, and nearing the age at which you would earn your cutie mark, we would have to take you to Caelum Lux. She also reminded us of the amulet that you have had as a foal, and that we were to give it to you when we moved. That amulet was yours, and after we moved to Caelum Lux, the princess contacted us yet again, saying that you would earn your cutie mark and flying license at the same time."

Leon became even more agitated as she said this. _So it wasn't by choice then. It was because of me. But, they said I had the amulet before? Why did I never see it as a foal!?_

"We knew it was only a matter of time before you would come across your destiny, and that you would have to both find the Spirits of Peace and bring back the prince. We had prepared you for this, but you were unaware of it at the time. You had taken Pony Latin classes in both Canterlot and Cloudsdale, you learned flying, and you were given the amulet. Leon, it may sound hard to believe, but we did it all for you," his mother explained.

Leon, staring in disbelief at his parents, could not believe his ears. _They knew about it since I was a foal? I met Celestia, and it was only because of my future? This is just too much!_ He broke out in anger, and let out his frustration. "Why… why didn't you tell me about this earlier!?" he demanded angrily.

"Because you were too young, and because you were in danger," his mother answered.

"Where did you move from that was so different from Canterlot?" he interrogated.

"I don't want to remember. It's a place of great sorrow and sadness." She hesitated before she answered. "We lost family there, and we realized it was too dangerous for you to live there." She sobbed as she remembered in her mind what they had lost in their hometown.

Leon, now sobbing as well, had one more question left unanswered. "Why did you say I had the amulet as a foal, but I only received it just a week ago?"

His mother realized she had made a mistake in telling him that. "It's… it's not important!" she told him.

"Oh, it is important, and I want to know why you would give it to me now instead of letting me keep it myself," he snapped.

She did not want to tell him why, for it would hurt him more than anything she had said right now. "No, it would hurt your heart. I can't tell you."

He was furious, confused, and sad. "Nothing you could say right now would hurt me more than what I just found out," Leon answered back. "Tell me why I was never given the amulet, even though I had it. What excuse could you come up with that's good enough to hide the amulet from me!?"

She turned to him, and was about to drop the single, biggest, fact about him that would scar him for life. He would have never heard this, and he never expected to. His mother would never forgive herself, and each pony would regret this day ever happening.

**Next chapter will be the last part of the Revelations. What's left for Leon to learn after all else? Find out next chapter. Thanks for reading, and hope to see you next time!**


	35. The Revelations (Part 3)

**Note: What's up every pony? Last part of The Revelations! There's one more thing Leon doesn't know about his past, and he demands to learn it. But will he regret it, and will he ever look at any pony the same way ever again? Find out right now! Also, will be updating ****_Spiritual Setback_**** on Friday, as well as upload a new story (no details yet). Without further interruption, here's The Revelations, Part 3!**

"Leon… you aren't… you're not…" she could not finish.

"WHAT!? I'M NOT WHAT!?" Leon yelled out, demanding for her to tell him.

"I just can't tell you! Leon, it's better that you forget about this and go up to your room."

"If it was better that I forget, than we wouldn't be having this discussion! WHAT AM I NOT!?" Leon demanded. "If you don't tell me right now, I'm leaving the house right now, and I won't be back! WHAT IS IT!?"

"You're… you're not our son," she told him miserably. "You were an orphan when we found you."

Leon stared in shock at what his mother just said. He could not think clearly, he lost all focus, and disbelief flooded him like a dam that broke inside him. _No... No…An orphan? So my entire life, all of it, was a lie?_ Words could not express the misery and anguish that he felt inside him. It was too much. He stood up from the couch and galloped to his room, locking the door behind him. Tears flowed from his eyes, and he lay on his bed.

Draco had been present during the entire revelation, and he could not stop feeling sorry for Leon. He could not find words to cheer him up. Draco went to the closet, retrieved a double saddlebag, and started placing Leon's belongings in it. He placed the amulet, all the bits Leon had, and the letter from Derpy into the saddlebag. He placed it next to Leon, and waited on his own bed.

Leon looked over to where Draco had placed the bag, and looked back at Draco. "Draco, could you write a note? I'm leaving right now, and I feel as though I need to tell them where I left to," Leon said miserably. Draco nodded in silence, and he grabbed a quill and paper from the closet.

"What do you want me to write?" Draco asked.

"Tell them this: _If you want to know where I left to, I'm going with the only true family I have left. I know that you may have taken care of me when I was young, but to find out that I'm an orphan? I don't think any pony can handle that. I'm leaving Caelum Lux, and I will find the Spirits. I appreciate everything that you've done, and as you said, you prepared me for what I am to do in my life. If any of this seems ungrateful, then I'll find a way to repay you someday. Thank you._" He had finished, and Draco had finished as well.

Leon took the note and left it on the bed. He placed on the saddlebag, put Draco on his back and readied himself to leave. He unlocked the door to his room quietly, and went back to his bedroom window. He placed on his goggles, readied his wings, and flew silently out from his room. He didn't know where he would live now, considering he had no family to turn to anymore. _No. The only true family I have left is Draco, considering I hatched him. He's more like that annoying brother that you love and tolerate the shit out of, than like a son though._ He looked over at Draco, and asked him what they should do. "Well, where do you think we should go, Draco?" asked Leon distantly.

Draco though very carefully on where they should head. "I think we should wait near the train station. Wait for the others to arrive," Draco suggested.

Leon nodded, and flew down to the station. _I wonder how every pony here sees a pony sleeping at a train station as._ He flew down under the roof, and lay on a bench. He laid quietly, tears in his eyes, and just thought about what he would do, where he would go, why he was here anymore. He couldn't think anymore, as his eyes slowly closed shut, and his mind eased.

…

Leon woke up in the Clover Ranch dreamscape. He stood at the station, exactly on the bench he was sleeping on. He got up, and went towards town. He came across Celestia's orb, but ignored her. _I want nothing to do with her until I get to Canterlot._ He had thought he'd known where he was going, but he realized that he was lost. Not in town, but in his mind. He could not think at all, and when he tried to, all he could remember was the miserable revelation. Finally, seeing no other option, he turned towards the orb of light and followed her. She led him to a small, isolated field just outside the city. She transformed once again to her regular form, and looked down at Leon with sympathy.

"I suppose you've already found out. And judging by where you woke up in here, you had left your home for good. It's a hard fact to accept, but know that for most of your life, they helped you in any way they could," she told him calmly.

"What good is it to know that when I was cast aside earlier in my life?" he asked with misery.

"You were never cast aside. Your true family was deceased, and that is why you were taken in by your guardians," she responded.

"Deceased… how did they die? Who was I before?" he questioned.

"I have yet to know how they passed, but you are who you always were. You are the Phoenix Bearer, who is to bring back the only solution to the tyrant. That's who you are, Leon. The question is, will you accept that fact, and know that they only tried to help you in your darkest hours?" she asked.

He bowed his head down in shame. _She must be joking, right? I never knew about that fact, that's why I can't accept it._ "Accept this? ACCEPT THIS!? How could you say that? You, of all ponies, ask me to accept this. How can I accept it when it was hidden from me for eighteen years? I lived a lie, that's what I can accept! I don't think I should go back to Canterlot. I hope the Amulet of Freedom can be found without me," he stated.

"No, Leon. You have been helping with finding the first two Spirits, and you are needed to find the remaining ones. You may not accept this now, but in time you will. It was hidden from you to prepare you for your journey," she responded.

"AND FUCK THIS JOURNEY TOO!" Leon yelled out. Celestia could not help but feel absolute shock at his statement. "This isn't my choice anymore! It's my duty, unfortunately. I had wanted to help out at the beginning, but now to be forced to? What if I end it right now? Could you find another Phoenix Bearer if I die?" he pleaded.

Celestia, shocked at his announcement, knew she had to do something quick. She calmed herself, and started talking soothingly. "Leon, if you end it now, you leave behind everything. Your friends, your dragon, your love, all left to mourn for you. Don't let the corruption of your amulet take over your mind."

Leon looked back at her as she said this. _My friends? I… I couldn't do that. Chloe? I remember how she felt at Rapture, do I really want her depressed again? Draco. He… he's like my brother. I… I can't do that. What… what's happened to me?_ His mind cleared of negativity, and he thought much more calmly and clearly now. "I… I don't know what came over me. I'm sorry, Princess Celestia," Leon said shamefully.

"Leon, it's not your fault. You need to find the rest of the Amulets of Peace to control your own. Without proper control, the power you wield will corrupt your mind with darkness. That is why I advised you to use it only in emergencies. Do you understand what you must do now, Leon?" asked Celestia.

He bowed in respect to the princess. "Yes. I am ready for the trek. I am ready to go to Canterlot." She smiled at him, glad he had seen the light. She glowed brightly, and disappeared. Leon immediately headed towards Chloe's Animal Care. He went inside, and Chloe greeted him warmly. They kissed, and he wanted to tell her how lucky he was to know her, but was interrupted by a foal that came towards her. They nudged each other's heads, and the foal walked up to Leon. He appeared as though he wanted to tell Leon something.

Before he had a chance to say something, something pulled Leon away from the building and tugged him quickly back towards the train station. He crashed into the bench, and when he did, he suddenly woke up back at the station.

"Whoa! What was that about?" Leon asked himself. He looked around the station, seeing that the sun was just beginning to rise. He looked over to Draco, using one of the benches as a bed. _That was a lot more than I expected. I guess today's the day we leave to Canterlot._

**Note: Finally finished with this long chapter. What did you think? Next chapter will focus on their journey, and introduce a surprise guest on board the Pony Express. Hope to hear back from y'all!**


	36. All Aboard

**Wow! A thousand views! Pretty big for my first story! Thank y'all very much for that! Presenting the next chapter, and introducing a new guest on board the Pony Express. See if you can find him! Enjoy! Decided to add a passage at the end to commemorate the thousand view mark, so thank you once again!**

Leon waited for the rest of the group to arrive by meditating. He cleared his mind, and relaxed. _In time, I will accept this fact… but it still hurts me inside… _Some considerable time had passed, and he still waited. He began to physically train himself by performing pushups with his forelegs and wings, performed sit-ups, and flying laps around the station. About forty-five minutes later, the sun had risen to the point of morning. He landed down gently on the station, and saw Draco waking up. He sat up, and spoke what was on his mind.

"That was the most uncomfortable night of my life!" Draco declared. Leon agreed with him; his back had hurt when he woke up, and considering Draco hatched a few days ago, he could not argue with him. He lifted Draco up onto his back, and waited for the others to show up.

"Your argument is valid…" Leon said.

About ten minutes later, Cloud Runner showed up first, though instead of flying down, she rode a cloud. She hopped off gently, and greeted Leon. She had her saddlebag filled with… sandwiches. _Really? We're going on a long journey, and all she decided to bring was sandwiches?_

"Any word yet about where we'll be stopping today?" asked Cloud.

"We won't be able to reach our first stop, Los Pegasus, for at least another day or so. From there, it takes another two weeks to finally get to Canterlot," Leon stated.

"Well, I'm glad I brought my sandwiches!" she exclaimed.

"I only brought bits, the amulet, and this letter." He showed her the letter from Derpy. She read it, and gave it back to him.

"Was she your friend from Cloudsdale? The one who taught you to use your wings like that?" she asked.

"Yeah, she was." He stopped as he saw the rest of the Spiritual Searchers coming. They all had brought saddlebags, packed with numerous items. Doc had brought a double saddlebag filled with books, bits, and the minerals that Draco ate. "What's with the books, Doc?" Leon asked.

"They will help fill us in on our stops. I got info on all of our stops, including Ponyville. Nothing interesting about it, except for one thing; the Summer Sun Celebration will be taking place there five years from now. This year, it's going to be held in Canterlot, exactly like last year. Judging by how long we'll be gone, and how long we'll stay there, we may be able to catch it," Doc said.

"I'm pretty sure we will get to see it," Leon stated.

"Really? I would think you would have to sneak out," Orion stated. He came up, with a saddlebag filled with spell books.

"Well, I found a way…" Leon said, looking to the side as he did. They didn't know about him being an orphan, and he wouldn't tell them.

"Ah, this must be the waiting line for the Pony Express!" Percy exclaimed cheerfully. He brought with him a saddlebag full of bits and meals. Annabelle followed closely behind him, bringing with her a large flower pot, a bag of seeds, bits, and clovers in her saddlebag.

"Considering we're spending a while on this cruise, we better get on the stick," Annabelle commented. "I'm ready to grow clovers while on our journey that'll take a coon's age!"

"You sure that could work? Growing clovers on a train?" Leon asked.

"Of course! Even a blind pig finds his grub now and then!" she responded happily.

Chloe then arrived. She too had brought a saddlebag, filled to the brim with medicine, healing spells, and medical supplies. She seemed to carry a lot, and it didn't slow her down one bit. She looked as happy as could be, and Leon wondered what was making her so happy. "Hey, Chloe. I see you brought a lot of supplies. You need help?" asked Leon.

"Oh, no! I brought this to practice my healing abilities on the train. I think they may need a bit of a refresher, so that should we get hurt, I'll be ready!" she exclaimed happily.

"All right! It looks like we got every pony ready to leave. We just wait for the Pony Express, and start our journey. It should come in a bit. Which brings me to this; where are we actually going to visit during this trip?" asked Leon.

…

After discussing where they would visit during the trip, the Pony Express arrived at the train station. It skidded to a screeching stop, and it ceased to move after stopping perfectly on the platform. It was a steam engine train, with many locomotive cabins for ponies to sleep in. _Whoa! I didn't think the train would be that huge! Obviously Celestia spared no expense in getting us to Canterlot._ Every pony was amazed by the train's class and luxury.

They all waited until the train was ready to begin accepting passengers. The conductor stuck his head out the window of the engine room, and began calling out. "All aboard! Now boarding for Los Pegasus," he shouted out.

The Spiritual Searchers began lining up to the boarding car, with the fillies lining up first. The fillies flashed their tickets to the porter, and he waved them inside. The colts then flashed their tickets as well, and the porter let them in, but he stopped Draco from entering. "Sorry, no pets allowed."

"Pet? Who are you calling a pet? I can take care of myself, so I wouldn't be called a pet," Draco argued.

"If you can speak, then I guess you can't be a pet. But I don't want any fire from you, or you'll be thrown off. Got it, dragon?" the porter asked.

Draco glared at the porter. "Yeah. I got it."

The porter then allowed Draco inside, and he sat next to the Spiritual Searchers inside the boarding car. Leon and Cloud Runner could not help but break out into laughter when he came aboard. Draco was already irritated by the rudeness of the porter, and now that Leon and Cloud Runner were laughing at him, it only made him feel more agitated. "Fucking ponies and their views on animals…" muttered Draco under his breath.

They all relaxed on the train, and many other ponies began boarding as well.

…

Somehow, a cardboard box came in as well, and was trying to drag itself towards the luggage car. It instead passed through the cabin section, then the boarding car every pony came in through. Leon and the Searchers headed towards their cabin, but bumped into the box. They stared at it, wondering why a box would be in the middle of the way. It dragged itself out of the boarding car and back into the cabins, while the Searchers were still staring at it questioningly.

"WAT." Leon said. The others also found it strange as well, but had no time to worry about it.

After some time, the train began preparations to depart, and the final boarding calls were made. The train soon began to depart, and the Spiritual Searchers began their journey.

**Passage from the Author: "OK, ponies, you get to decide when the new story will be posted, either on Saturday or Friday of next week!" Author exclaimed. He was a forest green Alicorn with a black and red mane. He and the Searchers stood in a waiting room, that appeared almost like a talk show room. "That's right, you heard it here! New story, plus the new chapter to_ Spiritual Setback_! The new story will be called _Friendship is Undead_, so try to take a guess as to what it's about! Will also be posting a talk show-like story as well, so you get to ask the characters about themselves, make them do something embarrassing, or whatever else. Featuring guests from FiM as well."**

**"I never agreed to that!" Cloud exclaimed. Author used his magic to zip her mouth.**

**"OK, so is that it then?" Leon asked.**

**"YEP! Oh, almost forgot! For the thousand viewers out there, you get decide if we go more into our surprise guest's story more in depth!" Author said to the cheering of at least a thousand ponies in the stands. "Good night!" he said as he left.**

**Note: I'm pretty sure you can guess who our mystery guest is, judging by the photo I have up right now for the story, and how he appears. If not, he'll be properly introduced in the next chapter. Glad to see this story got this many views, over a thousand! Thank you all very much, and hope you keep reading! Until next time!**


	37. Solid

**Note: What's up? Back with a new chapter! Finally formerly introducing our mystery guest on the Pony Express! What does he have to do with the Searchers? Find out now!**

**Disclaimer: I do not own the Metal Gear Series, or its characters.**

All of the Spiritual Searchers had occupied themselves in their respective cabins with an activity to keep themselves occupied. Doc buried himself in his books, reading about Los Pegasus, Trottingham, Dodge Junction, Ponyville, and Canterlot. Cloud Runner had fallen asleep, and was snoring very loudly. Percy and Annabelle were starting to grow the clovers in the large flower pot, planting the seeds in the soil. Orion was practicing some spells, trying to refresh himself after being a mermare for so long. Draco was busy heating a crystal up with his fire breathing, kept lowered to hide it from the porter. Chloe was practicing her medical skills on Leon, who had hurt himself to allow her to practice on him.

"I can't believe you would break your foreleg just to help me. That seems a little too extreme, but I appreciate it," Chloe said.

"Well, anything you need, I'll be there. I'm confident you'll heal me up good as new," Leon stated. She blushed as he said this, and thanked him. She continued using her magic on Leon's broken foreleg. She had finished, and Leon moved his foreleg to see if it was mobile. He could move it perfectly, and both Chloe and Leon smiled.

"Nice! It worked like a charm!" exclaimed Leon. He flexed the foreleg a bit more before he placed it down.

"So, you said you used to be a chiropractor? Maybe you could help me out, too," Chloe said alluringly.

He blushed, but smiled as she said this. "Um… sure. Where do you ache?" he asked.

"Well, everywhere. But not now, Leon. Just later, when it's a bit darker," she said seductively.

"Uh…um… OK," he stuttered out, his face red now. He stood up, and turned back to her. "I'm going to check out the rest of the train. I'll be back soon."

"OK. I'll rest here," Chloe responded.

He looked around the cabin, wondering what he could do for now. He headed outside his cabin into the narrow hallway. He went towards the mess hall locomotive, and opened the door. The wind blew hard between the two cars, as they were travelling quickly through the countryside, and he opened the door to the next car. He walked inside, and saw some ponies inside enjoying a meal. He wasn't really hungry, so he skipped the car and headed to the next one.

Inside the next car, Leon found many bags stacked high to the ceiling. _Right, time to wander around, aimlessly._ He did so, and he explored the rest of the luggage car. He then noticed that one of the mounds of bags had toppled over, and he went over to investigate. He came across many bags scattered across the floor. _Of course some pony had to screw this up._ He went over and placed each bag, and a cardboard box, back on the pile.

After that, he left back towards his cabin. He went through the food car yet again, and then into the cabin car. He walked through the hallway, and stopped at his cabin. He went in, and noticed Chloe was sleeping. He had not slept well the night before, so he climbed into bed to catch some shuteye. He closed his eyes, and his mind shut off.

…

Elsewhere on the train, a pony was in his suite, gathering supplies from his saddlebag. The pony was a brown earth pony with a mane spiked upwards, a clean shaven beard, and blue, serious eyes. He was clothed in a ragged, blue, stealth suit. He had a grey bandana tied to his head, and had equipment belts strapped to the suit.

He took out from the saddlebag a set of darts, a wristwatch, multiple sets of hoof-cuffs, some rope, and a sack. He opened the wristwatch, and placed as many darts as he could fit inside. He closed it, attached the wristwatch to his foreleg, and lifted his foreleg to the wall. He fired two darts quickly from the watch, and they both hit the wall successfully. He went over to the wall, removed the darts, and replaced them inside the watch. He placed the remaining darts back inside the saddlebag, put the rest of the contents of the saddlebag into their respective pouches in his suit, and left the cabin as quietly as possible.

…

Annabelle and Percy had finished planting the clovers, and were now watering them. They had finished, and were about to prepare themselves a meal. "What will you have, Annabelle? Anything I brought that catches your eye?" Percy asked.

"Well, it don't matter what I eat. As long as I'm filled, I'm happy," she stated. Percy then took out two packages of clover meals, and gave one to Annabelle. She thanked him, and they both ate together. Annabelle then suddenly stopped, as she heard a muffled thump in Doc's cabin next door. "Ya hear that?" she asked Percy.

He noticed it too. "Maybe Doc is practicing his magic. Should we check on him?" he asked.

"Nah. Let him carry on," she said. She had wanted to get closer to Percy, but she was afraid if she tried too hard, he would turn her down. Percy turned to Annabelle, who was moving her foreleg back and forth and looking away from him. _Oh, Annabelle. You don't hide it very well, but I see what's happening._ He took her foreleg gently, and came close enough to kiss her. They did so, and all of Annabelle's worries disappeared.

"Oh, why do I hesitate? I know you wouldn't be rejecting, but I still worry sometimes," Annabelle said.

"Sometimes we are all nervous. It's perfectly normal," Percy stated. He stopped when he heard the door open to their cabin. They both turned to look, and before they could see the intruder, they felt a sting on their necks, and fell over unconscious afterwards. They were both hoof-cuffed, and were dragged into the hallway and through the locomotive. They were brought into another room, where Doc was captured as well, and were left there trapped.

…

The pony with the stealth suit closed the door behind him. A beeping sound came from one of his belt holsters, and he pulled out a radio. "This is Snake. What is it, major?"

"You have the ponies locked in?" the response asked.

"Yeah, they're sealed in tight. I got three of them so far. They won't be reaching the lieutenant anytime soon," Snake said.

"Good. It's bad enough we have the princess under tight security, but now we have conspirators and assassins after her and Lieutenant Armor as well. They're most likely FOXHORSE operatives. Interrogate them when they come to, and get the rest of them," the response came.

"Already on it." Snake switched off the radio, and headed back towards his cabin to gather his remaining supplies. _This would have been easier if I still had my box. I thought I had left it in the luggage car, but it was gone. And this stealth suit malfunctioning because of that spill from the tanker sure hurt my chances too. Now to show the ropes to the remaining plotters in this scheme._

**Note: How many references did you guys count to the series? I love the Metal Gear Series, so expect more of these references to come! See y'all soon!**


	38. Infiltration

Leon soon awoke from his slumber. _I feel a lot better. I'm well-rested, but now I'm hungry._ He got up from the bed, and saw Chloe come into the room. "You're looking very relaxed. I just came from the food car, and got us a meal. I also worked on Cloud's hoof, and it healed very well," she stated. She handed him a platter of carrots, apples, clovers, and a sugar cube.

"You shouldn't have. I should have bought this," he said.

"Well, it's completely fine. You were asleep, and I just thought you would be hungry afterwards. You slept for a long time. It's already evening time," she stated.

_It's the evening already? When we left it was 7 o'clock in the morning! I must have been really tired._ "Have the others been doing anything since you woke up?" Leon asked.

"No. In fact, they haven't come out of their rooms all day. I'm starting to get worried, but maybe they're just tired from getting up early," she claimed.

Leon went over to his saddlebag and pulled out some bits. "How much did this platter cost? I'll pay you back," he asked.

"Leon, you don't have to worry about it. I paid for it already. You don't need to pay me back," she ensured. He placed the bits back in his bag, and instead took out the amulet box. He was always perplexed by the message it said on the box: _Magnus Trot Antrorsum_. He ignored it, and pulled out the amulet. It reflected the sunlight coming from the window, creating a glimmer. _It looks beautiful, but according to Celestia, its power could corrupt me without the other Amulets of Peace._

There was a loud banging on the cabin door. Leon looked at Chloe questioningly. "Are we expecting any pony?" he asked her.

"I'm not. I guess you're not either?" she asked.

"Not me." He went over to the door, and opened it.

Draco immediately came inside afterwards. "Leon, thank God you're all right! Doc, Percy, and Annabelle were all pony-napped!"

They stared in shock at him. "Pony-napped!? By who?" Leon asked in disbelief.

"I don't know. I was heating my lunch so that I ate a warm meal, when I walked out and saw Doc being dragged into a nearby cabin by a pony! Then the pony burst in and got Percy and Annabelle, too! I ran away, and came back here. And I think he followed me as well, so we gotta hide!" Draco explained quickly.

"WHAT!? YOU HAD HIM FOLLOW YOU HERE!?" Leon exclaimed. Then, out of nowhere, the brown earth pony appeared. Leon acted quickly, picking up Draco by his tail and neck, and using him as a makeshift flamethrower. _Better than a spray can and lighter!_ Leon thought to himself. Surprisingly, Draco had plenty of firepower, and released a large, blue flame.

Rather than fight back, the pony fled. Leon shut the door quickly, and locked it. He placed Draco down, and was pacing back and forth throughout the cabin nervously. "Great. He knows where we sleep. We need to find out where he's keeping them. I have a feeling I've seen this pony before, but I can't remember exactly where."

Leon tried remembering who entered the train, but all he could remember was the cardboard box dragging itself from the boarding car into the cabins. _That made me laugh a lot inside._ "Wait a minute, I know! I went to the luggage car, and found bags and a cardboard box on the floor. He was inside that box!" Leon exclaimed.

"So, what does that mean? He's a homeless pony who hitched a ride on a train disguised as a box?" asked Draco.

"No… he's a spy. He was sent here by who knows, and wants us not to get to Canterlot." Leon stopped pacing now. He looked on the floor to see a strange device lying on the ground. He picked it up, and switched it on. It was a type of headset with a black lens in front of it. He put it on, and saw what it was; it was a night-vision glass called a Snake Eye. He turned towards Chloe and Draco, and could see them fully covered in an orange glow. "Nice! They're night-vision and heat seeking!" Looking at Chloe and Draco, two boxes appeared around them. One was filled with text describing Chloe, and the other could not identify Draco. _I wonder what it says about Chloe's… interests._ He snickered at the thought.

"Oh, this is gonna help us out big time!" Leon said. "We can use this to find them, and stop that pony from getting the rest of us. You two stay here." He then puffed his chest out. "I'll be back," he said in a deep accent. He stopped puffing his chest out. "No wait, wrong phrase. I'll think of something," Leon said. He left the room, ready to fight fire with fire. He headed quickly towards the luggage car, while his Snake Eye caught many of the food car ponies' information. Leon ignored it, and headed inside the luggage car. He went inside, went to a specific pile, and removed the cardboard box he found earlier. He placed it on, and was ready to sneak through the train.

He crawled slowly and quietly out of the luggage car and back into the food car. No pony had noticed him yet. He continued crawling slowly through the car, and he stopped as he heard ponies coming towards him. He stood absolutely still, and as soon as the ponies passed, he went through the rest of the food car into the cabins. He crawled through the hallway, and bumped into something. His Snake Eye lit up with an exclamation point and played an alert sound. He dared not to move.

He waited… and nothing happened. He looked through the slit inside the box, and saw another box. He didn't know why, but something inside him wanted to ignore the box. Then his Snake Eye went off. It revealed a pony inside the box. He took off his own box, and lifted the other box off the pony. The pony looked at him in surprise, and an exclamation point lighted up over his head as well as the alert sound playing in the Snake Eye. He immediately got up, and stood ready.

"It's show time," the pony said.

"Dammit! That was a good one. Got any others?" Leon asked.

The pony readied himself for hoof-to-hoof combat, and charged at Leon.


	39. Encounter

**Note: Back again! Leon will finally learn why Snake is here. What is the truth behind Snake's attack and capture of the Searchers? What does he plan to do to them? Find out now!**

**Side note: ****_Friendship is Undead _****is now up! Will be updating it every Sunday, guaranteed! Hope you enjoy it!**

Snake slammed his hoof towards Leon, who caught it in time and shoved it away. He then swung his other foreleg at Leon, striking him in the chest. Leon used his forelegs to block Snake's blows. Snake then swept at Leon's legs, trying to knock him down. He failed, as Leon grabbed Snake's foreleg and threw him towards the wall. Snake slammed into the wall, but used this to his advantage. He used his forelegs to spring from the wall and kick Leon with his hind legs. He took Leon down, but Leon sprang back up with his wings and used the momentum to kick Snake back with his own legs. He kicked Snake in the stomach, sending the air out from it.

Leon then trapped Snake in his wings. Snake, not giving up, threw Leon over his shoulders. He slammed Leon into the ground, and tried to knock him out by slamming his hoof down. Leon rolled out of the way, and used his wings as fists. He landed a blow to Snake's face, causing him to reel back. Snake reached into one of his holsters and pulled out the rope inside. He turned it into a lasso quickly, and used it to sweep Leon off his legs. Snake succeeded in taking him down, but Leon quickly got back up before he was tied up.

"Obviously, you're mercenaries from FOXHORSE. Otherwise I would have taken you down by now," Snake commented, still swinging at Leon.

"Mercenaries? No, I'm not. But you're going down now!" Leon replied. He swung both of his forelegs at Snake, who also swung both of his forelegs at Leon. Their hooves collided, and they were performing a strength competition, one trying to overpower the other. Snake and Leon stood at a stalemate, until Draco swung open the door to Leon's cabin, knocking them both to the ground. Draco looked out, and saw both of them on the ground. He quickly went back inside the cabin, shutting the door.

Snake stood up, and trapped Leon with a hoof to the chest. Leon quickly used his wings to grab the rope Snake was holding, made it into a lasso, and tied it to Snake's hind legs. He tightened the rope, sending Snake off his legs. Leon quickly tied the rest of the rope around Snake's forelegs.

"You won't get away with this! I'll get out of here!" said Snake.

"I don't think so. Now, where are my friends at?" asked Leon threateningly.

"Trapped in the back of my mind," Snake said sarcastically.

"I have ways of making you talk. I don't think you would want it to go to that," Leon said menacingly.

"Nothing that I haven't already been through," responded Snake coolly.

"Oh, we'll see about that." Leon dragged Snake through the hallway, taking him into the cabin.

…

Chloe saw Leon enter the cabin with Serpent tied up. "Leon! You look awful!" she exclaimed, referring to the bruises on Leon's body.

"Trust me, this guy is gonna go through worse. He's the one that pony-napped Annabelle, Percy, and Doc." Leon turned towards Snake, and pulled out everything from his holsters. He also removed Snake's watch. "Now, you're going to tell us where our three friends are, or you'll be suffering."

"Try me," replied Snake menacingly.

With that, Leon went up to Draco and picked him up by his tail and neck again, but instead turned Draco away from Snake. "If you thought his fire breathing was bad, you're gonna really hate this. I'll give you to the count of three before Draco here sprays you, and not in the good way."

Snake looked in fear and disgust at what the words from Leon meant. "You wouldn't! I… I'd rather die than let you kill Celestia!"

Leon looked in surprise at what Snake had just said. _Did he say we'd 'kill Celestia' if he talked? Who is he? I don't want to give myself away right now, or he'll use it to deceive me. I know. _"Who are you talking about? Celestia?" Leon asked questioningly.

"You know goddamn well who she is. She isn't going down, and by the time you get there, our Royal Guard will take you down," Snake said.

"Please, the Royal Guard is nothing compared to the team we have," Leon said.

"FOXHORSE. I knew it was you bastards. Your damn Changelings won't reach Canterlot!" Snake yelled out. "I know Major Campbell and Lieutenant Armor will stop you before you reach Canterlot."

_Maybe I should use the Snake Eye to see who he really is._ Leon dropped Draco to the ground, toggled the button on the Snake Eye, and he got a clear bio on Snake. The info said he was a member of the Philanthropy Pony, a secret organization Leon had only heard about. The Philanthropy Pony was the Royal Guard's secret service division, and had access to some of the best technology in the world. Snake was no exception, as he was wearing a stealth suit assigned to field operatives. _Just as I thought. This guy's loyal to Celestia. Now I should tell him who I am._

"Snake, you're going to tell me where the Spirits are. Otherwise, you're putting Celestia in even more risk than she already is." Leon placed the Snake Eye on Snake's head, to allow Snake to identify Leon. He viewed through it for a minute, and he realized he had the wrong ponies.

"Phoenix Bearer? Oh, shit, I got the wrong ponies. I… I didn't know who you were. Your friends are in the cabin three doors left from here," Snake said.

"As long as you didn't hurt them, it's OK. Draco, go to the room and get them out of there. So Snake, who sent you thinking we were going to hurt Celestia?" asked Leon.

As Snake was answering the question, Leon was untying him. "Lieutenant Armor's commanding officer, Major Campbell. Celestia told Shining Armor that ponies were coming for him, and I guess Major Campbell took it the wrong way. Especially since FOXHORSE started making their nuclear weapon." He was untied now, and stood up. He handed Leon a spare Snake Eye, which Leon put on.

"What's FOXHORSE?" Leon asked.

"FOXHORSE is a group created by an outcast Alicorn. The group was originally a Special Forces unit of the Royal Guard, but after this Alicorn left, many of those who followed her disbanded this group from the Royal Guard. This Alicorn is extremely dangerous because she can use her magic to shape shift any pony, at any time." Leon, upon hearing this, wrapped Snake in a headlock. "What are you doing!?"

"Shape shifting? I think you might be that Alicorn!" Leon claimed.

"Let go of me! The Snake Eye correctly identifies her even when she is disguised!" Snake said quickly.

"Oh. My bad." Leon released Snake, and Snake dusted himself off.

"Anyway, this weapon has the power to wipe Canterlot off the face of the planet. The powers these weapons possess alone are bad enough, but what makes them worse is that they are animatronic tanks. They are basically robotic in almost every way, except for the fact that some pony must be piloting the tank for it to work. It possesses two deadly features; a rail gun that controls the untraceable nuclear strikes, and weapons elsewhere on its body that shoot deadly death bullets, rockets, and shoop-da-whoop lasers. The reason it hasn't been used yet is because the actual missiles used in the rail gun have not been made." Snake had finished explaining the weapon, and Leon was deep in thought of the lecture.

"So, only one of these weapons exists so far?" Leon asked finally.

"Yes, fortunately. The plans to make this one were immediately destroyed following its creation. I can remember its weaknesses, though. Its main weakness is its left arm; it serves as a monitor to the pilot, as the pilot is protected beneath steel, and has no other way to see. Destroying that will prevent the pilot from seeing anything outside, forcing the machine to automatically open the cockpit. That's when the pilot is most vulnerable," Snake said.

"What is this thing called?" asked Leon.

"It is codenamed the Magic Gear REG. The REG part is a shortened version of the Pony Latin word 'Regina.' It means queen, and was renamed for the leader of the rebels. I never liked the name, mostly because it's unfitting for a weapon. I would have preferred REX instead of REG, but things are the way they are," Snake commented.

"Who is this Alicorn that went rogue on Celestia?" Leon asked.

"That bitch's name is Chrysalis. She's the only threat to Celestia in this time of peace, and it disgusts me. She killed, abused, and tortured many citizens of Canterlot, and her followers are no exception. Those… things are called Changelings. They're not ponies, but rather a smaller version of her. They can also shape shift like her, but their numbers are limited. The Philanthropy Pony's main cause is to wipe out this threat once and for all," Snake lectured.

"Snake, I know this may seem out of nowhere, but when we get to Canterlot, could you introduce me to this group? I want to help you take down FOXHORSE and this Magic Gear REG. How about it, Snake?" Leon asked.

Chloe turned to Leon in surprise. "Leon, are you sure we can handle this? We already have our hooves full with trying to find the Spirits."

"Yes. Somehow, I feel that this would help all of us. This group is threatening Canterlot, and I can't just let this go. I need to help out in any way I can." Leon turned back to Snake. "Snake, any way we could help out?"

Snake thought about it for a moment. "Yes, we could use your help. When we arrive at Canterlot, I'll take you to HQ. For now, though, we'll have to endure a train ride." Snake handed Leon a radio set. "Use this if you plan to get off on any stops. If you do, I'll join up with you. For now, I'll be waiting in my cabin. I'll see you later." Snake saluted Leon, and Leon saluted back. Snake then left the cabin.

Leon then turned to Chloe. "I know I should tell the group that I requested to help Snake out, and that they should not help if they don't want to. But I will help," Leon stated.

"Leon, I want to join up too. And I'm sure every pony else will too. I just hope that you know what you're doing if you plan to take action." As she finished, Draco came back inside.

"Well, they're free now. I took them back to their cabins while they were still sleeping, so that they think they had a bad meal before napping. Before I leave, Celestia sent me another letter, addressed to you." Draco handed him the letter, then left their cabin to his own cabin.

Leon inspected the letter, and read it. After he had finished reading it, he nodded his head, and turned to Chloe. "We're stopping at Los Pegasus tomorrow. Apparently, Cloud needs to stop there to receive her Amulet; the Amulet of Persistence.

Chloe nodded in agreement, and turned to look out the window, and she turned back towards Leon. "Well, Leon, it's nighttime, and my body aches. Could you help me out?" she asked in a seducing tone.

Leon's faced turned red at her request. "Oh, um, right! Of course! I… I guess I should get started. Um… let's see here," Leon said as Chloe relaxed in the bed, waiting for him.

**This chapter just introduced our second baddie in the story; Chrysalis. Not only that, but with what heat she's packing, will she end the Searchers before they even face Don? Find out next time!**


	40. First Stop, Los Pegasus

**Back again, everyone! Just wanted to bring forth the new chapter! They finally arrive at Los Pegasus, but what will happen over there? Who does Leon need to find in the city? Find out now!**

Leon entered the dreamscape Clover Ranch again after falling asleep the night before. He thought Celestia would come to him once again, but after thirty minutes of waiting, she hadn't shown up. Leon thought he would just explore the dreamscape, so he travelled around town, saying hello to all of his friends. He met Orion in Doc's library, and greeted him. "Hey, Orion. Can you show me how your brother looked like?" Leon asked.

"Well, I can show you the documents," Orion said as he gave his brother's file to him. Leon took them and viewed through them. He saw that his name was Magnus Trot Antrorsum, and Leon realized these were the same words that were on the box of his amulet. He saw the photo of Magnus, and Leon couldn't believe his eyes. It was an old photo that Leon had, except the one inside was black and white compared to the color version Leon had. _What? How did this happen? It's the exact same picture..._

Leon slowly handed Orion the file, and he bid him farewell. Leon then headed towards Chloe's, and they nudged each other's heads. Chloe looked at him with excited eyes. "Leon, there's someone I want you to meet," she said. She went to the other room, and brought back a young, newborn foal. "Leon… what should his name be?" Chloe asked.

Leon looked at her confusedly, and wondered what she was talking about. He realized this was a dream, and so went along with it. He inspected the foal closely, and noticed he was a light blue Pegasus with a black and blue mane. He had auburn eyes that reflected a mix of Leon's eyes when he was the Phoenix Warrior and his regular eyes. He looked much like Leon, except a bit more buff. "How about… Alan? He looks very tough, and he would also be a great looking guy."

Chloe looked at Leon with loving eyes, and nodded her head. "I think that's a lovely name. My, he's going to be just like his father, isn't he Leon?" Chloe asked.

Before Leon could respond, he was waking up from his slumber, and was pulled away from the dreamscape.

…

Leon awoke the next morning to find Chloe had yet again snuggled with him as she did the day before. His wing was wrapped around her, and she looked peaceful. _I think we stop at Los Pegasus is, if we're stopping here. Cloud didn't make it clear if we should stop here or not. I honestly don't care one way or the other, but she might._ He lay back in bed, and closed his eyes for a bit more.

…

In her own cabin, Cloud Runner was awake and looking through her saddlebag for a morning meal. She then realized that the only food she brought were sandwiches. She pulled one out, threw it into the air, and ate it in gulp. Afterwards, she burped loudly. "WOW! That one's going in the record book!" She pulled out one of the only other things she had in her saddlebag; a book she had since she was a filly. She opened it to the next page left available, which was the last page. She used a quill that was in the cabin already, and wrote down her achievement. "There! All done, just like my book!"

She was about to close the book, but then she saw some writing on the inner cover of the book. _What's this? I never wrote here._ The text wasn't in her handwriting, and she was curious as to what it said.

She began to read it:

_Cloud, _

_By the time you read this, you will have been old enough to be living on your own, and realize that you're too old to be writing in a diary. I just want you to know that I've seen you take on many challenges in your life, and I couldn't have been prouder of you. It's time you know about the history of our family. Turn to the front cover._

Her interest rose by this statement, and she turned to the front cover. Something she had not noticed written before was on the front cover.

_Cloud, our family was a warrior clan, who served under King Caelum. We were respected by our comrades, feared by our enemies, and praised everywhere else. We were warriors who fought under a code: Et usus utroque ut unum_. _If you can't translate this, head to Los Pegasus and find your old house. You will find the artifact that was to be passed down to each generation, including you. I will see you there, sweetie._

_Dad_

She closed the book, and had many thoughts on her mind. _I'm part of a warrior clan that fought for the king? That's amazing! I wonder what could be at the old house that Dad would give me. I gotta tell Leon to stop at Los Pegasus._ She left her cabin quickly and excitedly, and went down the hall to Leon's cabin. She knocked on the door, and waited.

Leon and Chloe answered the door a few moments later. "Hey, Cloud. Need help with anything?" Leon asked.

"Leon, we need to get off at Los Pegasus. I have something important to do there. I need to visit my old home and pick up something that belongs to me," Cloud explained.

"Of course we can get off at Los Pegasus! We should be stopping there in a few. This reminds me…" Leon pulled out the radio set. "Snake, come in."

"This is Snake. What is it?" Snake asked.

"We're getting off at Los Pegasus. Anything important over there?" Leon asked.

"Sin City, you mean? Everything happening over there is suspicious. I'll check out the city, see if anything is going down." The radio shut off after that.

"All right, we're ready. We just have to wait to stop," said Leon.

"Who was that?" Cloud asked.

"Some pony we're helping out. He's in charge of protecting Celestia, and when we arrive at Canterlot, he'll introduce us to the Royal Guard and Shining Armor. Right now, he's going to see what he can do in the cities we stop at," Leon explained. "So, can you tell us what you're picking up at Los Pegasus?"

"I don't even know what it is. I just know it has something to do with me, and I want to find out what," responded Cloud.

"Something to do with you? What do you mean by that?" asked Leon.

"According to my Dad, I'm part of a warrior clan that served the king long ago. I don't know much about this, but I'm going to find out at Los Pegasus," Cloud said.

"A… warrior clan? You mean your ancestors fought as the king's warriors or something? That's pretty amazing! Did they use swords or something?" asked Leon.

"I don't know. I'm going to find out," repeated Cloud. "I'll wait in my room, probably taking a nap. See you later." She left the cabin, and headed back to hers, waiting to arrive at Los Pegasus.

…

Snoring loudly in her sleep, Cloud was in her cabin. Some time had passed after meeting with Leon in the morning, and it was a bit after 1 o'clock noon. She heard a loud knock on her door, and she woke up. Usually never excited after waking up, she sprang up from her bed and opened the door. The Spiritual Searchers all stood on the other side, waiting for her.

"We've arrived! First stop of the trip, Los Pegasus!" exclaimed Leon. They guided her to the boarding car and waited. The conductor and porter were just about ready to open the train doors.

"OK, folks. We've arrived at our first stop; Los Pegasus. We won't leave until tomorrow at noon, so you may need to find a place to stay for the night. Spend time in the city and enjoy yourselves!" the conductor said. He then opened the door to the boarding car, revealing Los Pegasus.

The city was magnificent to say the least. It was a huge metropolitan area, with skyscrapers everywhere. The streets were bustling with many ponies walking on the streets of Los Pegasus, but they weren't only Pegasi. Many unicorns, Pegasi, and earth ponies alike, all enjoying life as it was, roamed the streets with happiness. Many landmarks of the city were presented from the station as well, including the Foalywood Sign and Foalywood Trot of Fame, Griffin Observatory, the Stables Center, the many casinos scattered around Los Pegasus Boulevard, and the Dodger Stadium. Anything that a city could have was here, multiplied by a factor of nine thousand.

"WHOA! Cloud, this city takes the cake! I can't believe you lived here before!" Leon exclaimed.

"Yeah, it's pretty sweet. But I couldn't stay here forever, and I left to explore other cities. That's why I moved to C.L. It's basically this city, but in the clouds instead of the ground. Also, I'm independent, and can live on my own!" she responded boastfully. "But it is nice to visit my old home." Cloud turned towards them. "Come on, I'll show you were I used to live."

Before they left, Snake had walked up to Leon. He wasn't wearing his stealth suit, but rather a tuxedo, as if preparing to visit someone. "While you head to your friend's home, I'm going to visit some pony. There's an old friend I have to meet."

"OK. I'll contact you on radio if anything comes up," Leon said. Snake then left the group towards a cab, taking his bags, and left. Leon turned back to the Searchers. "Well, what are we waiting for? Let's head to Cloud's place. Would it take long to walk there? I want to see this city more."

"No problem!" Cloud exclaimed. They all followed Cloud into the city, heading toward her old home.

…

Snake was in the cab, and the driver turned to him. "Where to, buddy?"

"Take me to 13225, Trotter Street."

"Residential area? Sure thing."

The cab pulled forward at moderate speed, and it didn't take long until Snake arrived at his destination. He paid the driver his bits, and stepped out of the cab and removed his bags. He walked up to the house that he stopped, and knocked on the door. Moments later, the door opened, revealing a faded blue stallion. "Snake, it's been years!" the stallion said.

They shook each other's hooves, raised their hooves up, then down, and slammed each other's hooves from left to right, then bro-hoofed each other. "Glad to see you still remember the proper hoof-shake. So tell me why it is that you want the sword now. I thought you didn't need it anymore."

"I don't. I realized that I should pass it on. My daughter's receiving this. How's Philanthropy Pony doing still?"

"It's been successful, considering Canterlot is safe. But it would be a true success when Chrysalis is gone. How's your life been? I think it's been about twenty years since you retired."

"Well, it's been different ever since she was born. I couldn't place her in danger. She just turned eighteen not too long ago, and left a month back. She's coming to visit sometime soon, though."

"You're passing the sword down to your daughter? I think that's too generous. Does she know she's an EMP?"

"She should by now. I told her that when I left her a message."

"What made you decide to give it to her?"

"I've seen how she takes on challenges. She's fierce and fearless. I'm confident she'll be responsible with it."

Serpent then handed the stallion one of his bags. The stallion opened it, and pulled out the bladed weapon in its scabbard. The scabbard was decorated with black silk, and gold was used in the locket and chape. On both, a platinum lightning bolt was engraved into the gold, and was lined with onyx streaks. "You haven't used this since the fight with Mantis."

"Yeah… I didn't enjoy that encounter." The stallion pulled the sword from its scabbard, revealing it. It was a long sword, made of titanium. The hilt was coated with the black same silk used on the scabbard, and the pommel was the gold used on the locket. The cross-section, also gold, was curved upwards, in the shape of Pegasi wings on both sides. The blade was clean, polished, and shiny. There was an inscription on both sides of the blade, though Snake never bothered to translate it. The stallion placed the sword back in the scabbard, and turned back towards Snake. "So how did you get here, Snake?"

"Oh, the usual; Campbell sent me to interrogate some suspicious characters, on a train. I realized they weren't really FOXHORSE, and after learning who they really were, decided to show them the base. Apparently, they're listed under the Snake Eye as some kind of Spirits. They're going to help us with our problem. So far, I only know one of them well. There's six of them, plus one dragon and another pony that's helping them. They're visiting this city while I stay for the night before we leave again."

"Really? Spirits of what, exactly? I didn't think they existed after a thousand years of Equestria changing."

"I don't know. But according to the Snake Eye, these ponies are important to Celestia, and I don't intend to let any harm come to them." As Serpent finished, the Spiritual Searchers came towards the house. Leon and Cloud were surprised to see that there was already a guest.

"Snake?" Leon asked.

"Leon?" Snake asked.

"Dad?" Cloud asked. "Dad!" She galloped towards him.

"Sweetie! It's good to see you again, Cloud!" He embraced her in a bear hug, and was extremely happy to see his daughter again.

"Snake, do you know Cloud's father?" Leon asked.

"I do. He's the one who helped me create Philanthropy Pony. Leon, this here is Lightning Ray." Snake turned back towards Lightning. "Don't you have something to explain to your daughter?"

"Yeah! You told me in my book that there was something you had, something that related to our family. What is it?" Cloud asked.

"Well, that's what Snake here came to give to me. Come inside, all of you. You all need to hear about this." Lightning led them all inside his home, a very large manor that housed many rooms, including many artifacts such as suits of armor, books of the past, and some portraits of many ponies. "Cloud, you're going to find out more about our clan. But before we do, you all must be hungry after coming here. How did you get here you said, Snake? By train?" Lightning asked.

"Yeah, by the Pony Express," Serpent answered.

"Pony Express? That's how you all came here? That's first class transportation. So, Cloud, tell me about your friends here." Lightning led them all into the enormous dining room.


	41. Electromagnetic Pony

**What's new, people? This chapter got a bit delayed due to certain circumstances, but it finally got posted today, along with the new chapter for ****_Friendship is Undead._**** I'd fully appreciate it if you gave that story a glimpse as well! Anyways, back to this story! Cloud is going to learn about her history, but will Leon learn something as well?**

Lightning had led the Searchers all inside the dining room, where they all waited for a meal. "Cloud, what do you know about us so far?" Lightning asked.

"Well, all I know is that we were warriors. You also said that we served the king when he was around a thousand or some years ago. You didn't exactly tell me what kind of warriors we were."

"And that is what I'm going to explain to you and your friends. I heard that you were all looking for the Spirits, so this may help all of you out in some way as well. We were members of a clan called the Electromagnetic Ponies. We were one of the main guardians to the royal family, second only to the Phoenixes."

Leon could not help but wonder after Lightning had mentioned the Phoenix clan. _Is that where this amulet is from? A member of the Phoenix clan?_ He pulled out his amulet, inspecting it closely. He saw the red glare that the amulet possessed. _No doubt about it, this was one of their amulets. That's why I can transform to the Phoenix Warrior. The question is… whose was it before?_ He placed the amulet back in his box, and continued to listen to Lightning's lecture.

"Our insignia was a lightning bolt, silver in color, with streaks of black running through it. The reason that was our insignia is because we were the only Pegasi at the time to be able to control lightning perfectly and guide it to our advantage.

"There were many Pegasi warriors of the time that controlled different elements of the weather. For example, there was a clan that controlled the rain, a clan that controlled the snow, a clan that controlled the wind, a clan that controlled the rainbows, and a clan who could create and control fire at will. All of these clans served the king in many different ways, and is why you see the weather factories recreating the original works of art from each clan.

"Not only could our clan control this lightning perfectly, but we also had a special ability only possible by members of our clan. Other clans had an ability that could be reached as well by performing the same setup, but one clan's ability was different from another. All of the abilities from each clan can be performed by reaching Mach 1, or the speed of sound. Like the clan who controlled fire could make a firestorm, or the clan who controlled wind could make a cyclone with only one Pegasus at hoof.

"When we reach the speed of sound, we perform the amazing feat called an EMP, or electromagnetic pulse. This ability is special due to the fact that it could launch lightning in all directions, but at a risk. Back then, there were no electronic devices, so it could be used freely, but due to almost everything nowadays running on electricity, I can't perform this anymore." Lightning looked a bit disappointed after saying this.

"Of course… using it now could power off anything running on electricity it comes into contact with, like power stations or lights. But what about using this EMP to expel the lightning all in one source, like a metal rod?" Doc asked.

"Actually, we came up with that solution before the problem was presented. That's what Cloud here is going to inherit from me, seeing as I have no use for it anymore." He pulled out the sword, inside its scabbard, from the bag Snake gave to him. He displayed the sword for all of them to see. "This sword was created just before the revolt from the traitorous Pegasi, led by Don the Tyrant. This sword can collect all electricity collected with the EMP, and expel it all into one source." He then pulled the sword out from its scabbard, revealing it in all of its glory.

"Wait, did you say Don?" Leon asked.

"Yes, the evil stallion responsible for the royal family's evacuation," Lightning answered back.

Leon and the other Searchers shuddered at the reminder of their encounter with Don at Trotter Tower. _And I set fire to the building to keep him trapped inside. That's the reason why we're looking for these Amulets of Peace in the first place. Lightning sure knows so much about the past._ Leon continued to listen to Lightning, but he stopped.

"Something the matter? You all seem quite spooked about something," commented Lightning.

_Should I tell him about why we're even here?_ Leon pondered. _He knows about the Spirits already. Might as well tell him, and who knows? Maybe he can tell us about the old Spirits._ Leon decided to speak up about this. "We… all encountered Don at Trotter Tower in C.L. Had it not been for this amulet, who knows what could have happened?" Leon showed Lightning the amulet. Lightning inspected it, and he stood with shock.

"You're saying that you met Don!? Cloud! What were you thinking!? You could have been hurt with that monster! Why would you go there!?" Lightning demanded.

"Dad, we had to help Leon out. We never expected to find Don at Trotter Tower," Cloud responded desperately.

"Did you not know that Don had ransacked Trotter Tower looking for Prince Sol? I told you never to get into danger!" her father scolded.

"I never thought there would be any danger! I went only thinking we would look for a book or something. Besides, Leon had saved all of us with his amulet," Cloud explained.

"And had he not been there, Cloud? What would have happened to you? What would have happened to your friends?" Lightning asked.

"I'm not worried about what could have happened, only what did happen. You can't treat me like a foal anymore, because I'm not one. We all made it out all right, so just let it go," Cloud interjected.

"I am not just going to let this go. You're my child, and I have to keep you from harm, which is why I don't think you should receive this sword anymore." Lightning placed the sword in the bag, and took it to another room.

Angry, Cloud stood up and kicked her chair away from the table so hard that it smashed against the wall. "If that's how it is, then I see no reason to stay here any longer." Cloud turned to the Searchers. "Come on, guys. Let's go. I thought this visit would be very good, but I was wrong." Cloud immediately left the dining room, and the Searchers reluctantly followed her.

"Cloud, this shouldn't be how you exit your father's home," Percy said.

"Percy, I wish I could follow your advice. But my Dad always treated me like foal, and I see he still does. We should leave first thing tomorrow. I know a good motel that we could stay in for the night," Cloud said, still frustrated. But she could not let this go. _I'll get that sword if I have to break it out of the house myself._ "Let's go."

…

They had all arrived at the motel that Cloud had recommended, but Cloud had stopped them before they went in. "Guys, I'm going to get that sword from my Dad."

"You're going to steal it? I think it's a bit too far," commented Orion.

"Yes, but I'm not doing it alone." Cloud then turned to Snake. "I hear you can help me out with breaking in. Would you do it?" she asked Snake.

"I don't know. On one hoof, I'm breaking into my friend's house. On the other, I'm helping you out with this Spirit business." Snake thought it over for a while, and made up his mind. "I won't help you directly, but I can give you the tools needed to get the sword."

"Thank you. For now, let's get a room, and rest for a bit." Cloud led them inside to where the office was. Inside, an aquamarine unicorn was sitting behind a desk, snoring very loudly. The Spiritual Searchers all stared at her, and waited.

"Wait a minute… I think I know this pony," Chloe said. "Lyra? Is that you?" she asked.

The pony woke up from her sleep, and was still sitting down. All the ponies stared at how she was sitting down. "Oh, hello. I'm sorry, do I know you?" Lyra asked.

"I didn't think you would remember, but I'm Chloe. I went to Celestia's School for Gifted Unicorns, like you did."

She continued staring blankly at Chloe. "School for Gifted Unicorns? I don't think I went to a magic school with Celestia. Anyways, do you need a room? First one is always on the house!" she said cheerfully. She handed each of them the keys to their rooms. "I'm sorry if I don't seem to recognize you. Maybe it was another pony."

"No worries. Thank you very much," Chloe said as they turned to leave.

They had left the office, confused about the pony. Snake looked grim as he knew what could have happened with the mistaken identity. Leon and the others wanted to ask Chloe about how she knew Lyra.

"Did you know that pony?" Leon asked.

"I guess not, but I did know a pony that looked much like her," Chloe responded.

"Wait a minute… pony that looked exactly like her? Snake, you don't think…?" Leon questioned.

Snake also was suspicious of the pony. "It might be… I'll check later on the Snake Eye." Snake then headed to his room, and the other ponies did as well. _If that is one of Chrysalis's servants, then I'll be sure to send them packing._


	42. Intrusion

**So Cloud doesn't get her sword, she 's angry at her dad... it all seems to be going well! Could it get any worse? Of course it can! Read and find out now!**

Snake waited in his room, lying on the bed while smoking a cigarette. _Bad for my health, my ass._ He waited in his room until sundown, when he heard a knocking at the door. He quickly put out the cigarette, placed it in a tray, and opened the door. He saw Cloud standing in the doorway, still looking serious after the morning. "Hey, Cloud. Do you already want to leave?" Snake asked.

"Yeah… I've been thinking about it, and, well… I don't want to do this anymore. I was just angry and wasn't thinking clearly," she admitted.

"I know what you mean… Want me to get on the radio and contact your father?" Snake asked.

"No… it's better if I actually head over there and speak with him. But thank you for your help," she stated. Snake nodded, and Cloud left his room.

She opened her wings, and flew off toward her father's manor. _I hope I can get that sword. It looks so awesome, and would give me some sort of power._ She flew over the city, admiring its beauty in the evening. She glided through the air, until she landed on the front lawn of her father's manor. She had walked to the front door, but stopped. She hesitated, wondering if she should leave now, or continue. She had finally knocked on the door. She waited with her ears down, wondering what her father would tell her, and what she would say.

She had waited, but no answer had come to her knocking. She knocked again, and waited. After about two minutes, she knew something was wrong. _He always answers the door. Something must be wrong with him. _She backed away from the door, and charged at it with all of her horsepower. She slammed into it, sending it flying off its hinges. She rushed into the manor, looking for any signs for her father. She cautioned herself as she made her way through the manor.

She couldn't see anything unusual, but she knew something was up. She continued making her way through, until she stepped on something warm. She looked down, and looked in horror at what is was; blood. She became angry and terrified at what could have happened to her father. She inspected the blood closely, and noticed that it was fresh, but there wasn't much of it.

_Which means that he's wounded… oh, why did I ever have to fight with him?_ Tears crept down her eyes, and she knew she had to do something quick. She thought of what to do next. _Get the sword. I think I can take whoever did this with it._ She crept through the manor silently, not wanting to draw attention to herself.

She immediately headed to a door with a large keypad on it, rather than a doorknob. She walked up to the keypad, and punched in 0-0-0-0. The keypad flashed a green light, and unlocked the door slowly. She walked into the room, which was a storage area of the most valuable items in the manor. She went through the room, looking at the many familial artifacts her father owned, until she came across the sword. She picked it up, and inspected the scabbard.

_This sword looks badass. Wonder how the blade looks. _She pulled the sword from its scabbard, and admired it in all of its beauty. _Clean, shiny, awesome, magnificent… I could go on and on._ She saw that on the blade was inscribed the same phrase that was written in her book. _What does it mean?_ She thought to herself. She ignored it, placed the sword back, tied the scabbard around her waist with the sling, and left the room. She shut the door, and heard clattering.

She crept low, thinking she had made that noise, but it came from the dining hall. She snuck toward the hall, and opened the door very silently and slightly. She peered inside, and saw her father being held captive by four ponies. He was badly beaten, and was bleeding from the corners of his mouth. Cloud became enraged, but instead of letting out her fury, she crept into the room. She quietly drew her sword from the scabbard, and waited.

"We're not gonna ask again. Where is the agent?" asked one of them. "Now that he's found the Spirits, he's more dangerous than ever. You seem to know where they're hiding. Tell us, or you lose the wings," he threatened coldly.

"I wouldn't know," he replied dully. "And if I did, I wouldn't tell you."

The pony who interrogated him then pulled out a knife, and placed it against Lightning's neck. "Lies! You had brought them in here only earlier. You had them in here, now where are they?"

"I checked the entire house, man. There's no pony here. Maybe he had them leave somewhere else," another pony said.

"If that's the case, then I guess we'll have to find them ourselves," the third said. He grabbed Lightning, turned him around, and held him down while the interrogator commenced to sever his wings.

Cloud reacted quickly. "GET AWAY FROM HIM, YOU SON OF A BITCH!" Cloud shouted towards the pony. The four turned around, and seemed a bit surprised to see Cloud. But that surprise turned to hostility, and the ponies drew their knives.

Her father, though not turned towards her, knew it was Cloud. "Cloud, get out of here! It's too dangerous!"

"I'm not leaving you like this, Dad. I don't care what happens to me, but I will help you. And I'll show these pricks a thing or two about my new sword," Cloud said with anticipation.

The interrogator then grabbed Lightning, and placed the knife to his neck. "Not a step closer or your father's neck turns into a river."

Cloud dared not to take another step closer. Her father, acting quickly, used his hind legs to kick away the knife from the interrogator, and used his hind legs again to kick the interrogator away from him. "Now, Cloud!"

Not wasting a moment, Cloud flew rapidly towards the interrogator, and swung the sword at him. She slashed at the interrogator, but surprisingly she missed. He had somehow shrunken down in size, and he grew back to his original size. He ran towards the knife on the floor, but Cloud had charged again. This time she was successful, and rather than slash again, she thrust the sword into the pony's side. He yelled out in pain, and clutched his bleeding side.

Another pony had now readied himself to attack, and he charged at Cloud. Cloud had avoided the attack, and slashed her sword at him. She successfully cut off the pony's foreleg, where it lay severed on the floor in a pool of blood. He grasped at his stump, screaming in agony.

The third pony that held Lightning down readied his knife, and tried to pierce Cloud. He failed, and Cloud slashed the pony in the chest area, sending him down to the ground dead.

The last pony used his knife as a throwing weapon, and tossed it quickly at Cloud. She caught it in midair, and threw it away. She charged at him with her sword, and thrust the sword into the pony's chest where he remained still. Cloud drew the sword from him, and he fell to the ground dead and bleeding as well.

Cloud ran over to her father, and cut him free of the ropes. She then hugged him, crying. "Dad, I'm sorry about earlier! I don't care what happened before! I'm just happy you're safe," she said with tears in her eyes.

Her father clutched her as well. "Sweetie… I'm sorry. I just didn't want you hurting yourself. But I saw how you were when you came over here…" he looked over to the two ponies on the ground still alive, which still clutched at their wounds. "And right now… it said that you could persist through any situation, no matter the risk. There is no doubt that you deserve this sword," he said proudly.

Lightning then walked up to the two ponies, and inspected them closely. "Cloud, quick! Use the sword!" he yelled. The two ponies then transformed into small, black figures. They heavily resembled ponies, but they were pitch-black with blue eyes, and had many gaps on their bodies. They began to get up yet again, this time overcoming their wounds and rising to charge again.

Cloud pulled the sword back, and swung it towards the side, creating large gashes on both of the creatures' stomachs. They pulled back, but realized they were doomed. The gashes created had caused their innards to bleed out profusely, and they finally collapsed dead on the floor. Cloud, upon seeing this, lowered the sword down.

"Dad… what were these things?" Cloud asked.

"Changelings, Cloud. They've been hunting me and Snake down ever since we started Philanthropy Pony." He turned toward Cloud. "Glad you came along when you did. Thank you." He said as he hugged her tightly. "Come on. You'll need some rest before you head off tomorrow." He led her to her old bedroom, and they both remembered the past for a bit. She went to her bed, and he shut the door. Tomorrow was a big day for every pony, and they would need plenty of rest.


	43. Identity Thief

**Note: Hello, everybody! Just wanted to bring forth a new chapter! Here, a brand new face will meet the Searchers, but is he yet another threat to them? Find out now!**

**Also, Polls are now up for ****_Spiritual Setback!_**** Check Poll #1 out on my Author Page! And now on with the story!**

Cloud woke up the next morning, and she had never felt better. She got up from her bed, and went to her saddlebag and took out a sandwich. She ate it calmly, and savored it. She heard a knock coming from her bedroom door, and she went to open it. She found her father and the Searchers on the other side, and they greeted her. "Hey guys! How'd you get here?" Cloud asked.

"Your father contacted us, or rather Snake. He said to come on over, and to show that there were no hard feelings, invited us to breakfast before we leave," Leon said.

"Yeah, so let's get to the dining room so I can eat already," Draco said.

They all entered the dining room once again, and were met with a banquet waiting for the Searchers on the table. Their mouths watered at the sight of breakfast foods like pancakes, waffles, toast, eggs, and warm Danishes. They all sat down at the table, and began to feast and savor the flavor of a delicious, warm breakfast. Every pony seemed to be enjoying themselves, and after they had all stuffed themselves to the brim with satisfaction, Lightning Ray called to make an announcement.

"Ponies, may I have your attention? Yesterday, my daughter came back home, and visited me. Not only did she choose to visit, but she came back later to help me out while I was captured. She ignored the risk, and stuck out for me anyway, and I thank her for that." Lightning pulled out the sword from under the table. "I should have done so yesterday, but Cloud, here is your sword."

Cloud, excited and giddy, was speechless. She received the sword from her father, and she pulled it out from its scabbard. It shone in brilliance with the sun from the window hitting it, and reflected off much light. She saw the inscription on the blade, and turned to Leon. "Leon, could you translate this stuff for me?" Cloud asked him.

"Sure thing! Let's see here… it says 'Use both as one.' I don't know what it means though," Leon admitted.

Clouds, at first puzzled, remembered that her father told her about her Mach 1 ability as well as tell her about a way to control it with the sword. She nodded in conception, and her father smiled. "I believe she does," Lightning Ray said.

"Wait… Princess Celestia sent me a letter saying you had the Amulet of Persistence," Leon stated.

Lightning Ray turned to him. "I don't have it anymore… I gave it to Cloud," he said. "Snake, I'll head to Canterlot soon. Looks like Philanthropy Pony will need help, plus with what I know I could help out the old crew very much."

"Got it," Snake said. They performed their hoof-shake, and saluted each other.

Lightning then escorted the Searchers to the door, and turned to Cloud. "Sweetie, I'll be visiting you soon at Canterlot. I know you can help out as much as you can, and will no doubt do it without a hitch."

Cloud thanked her father, and hugged him. Lightning hugged back, and bid farewell. They all walked down Los Pegasus Boulevard after leaving the manor, and noticed all of the casinos along the street.

Snake and Leon conversed as they headed to the train station. "I checked on that unicorn this morning. It's really her. I could have sworn that she was a Changeling," Snake said.

"Yeah… I thought so too. Maybe she just didn't remember Chloe," Leon said.

Cloud overheard their conversation. "Wait, did you say Changelings?" she asked.

"Yeah… why?" Leon asked.

"We were attacked by those things last night," Cloud said.

Snake turned towards her. "So, they were here in Los Pegasus. Wouldn't be surprised if the Changelings are now following us now," he commented.

"So what happened last night, Cloud?" Chloe asked.

Cloud hesitated before she answered. "I headed back to the manor to apologize to my father, but he never answered. I knew something was wrong, so I burst into the house. I saw blood on the floor, and knew something was up," she said slowly.

"Wait, so these Changelings attacked your father?" Percy asked.

"Yeah," she said with a bit of sadness. "I went to the vault to get the sword to fight them. I found them in the dining room, four of them, interrogating my father. They were disguised as regular ponies. They asked him about Snake," she said slowly. Then she turned around, and stated proudly, "But my Dad ain't no snitch! He told them to go fuck themselves. They got pissed off, so I jumped out and attacked them. I got two, and the other two changed into these black, gnarled things. I finished them off, and saved my father."

Snake paid careful attention to Cloud's story, and asked, "They were asking about me? So they do know that I'm close to ending FOXHORSE." Snake turned to Leon, and stated, "Leon, I may need your help earlier than I thought. I'm sure they're gonna try something at our other stops, and I need your help keeping every pony safe."

Leon nodded. "I'll help out, for sure." Leon still couldn't stop thinking about the Amulet of Persistence. _So, he gave it to Cloud, but she doesn't seem to know about it. I need to ask her more about it._ "Cloud, your father said he gave you the amulet… do you have it?" Leon asked.

"No… I would remember something like that," Cloud said.

"So, her father may still have the Amulet of Persistence. He said he was going to visit you in Canterlot," Orion said.

"True, which means an opportunity to receive it from him," Doc said.

"OK, so we wait for that one… but we still need the one from this Shining Armor guy," Cloud mentioned.

"OK, we'll worry about that when we arrive at Canterlot," Snake said as they arrived at the train station. Leon turned around to address the group to the Pony Express, but stopped when he saw two Dracos following him. Confused, he piped up. "Um… Draco… why is there two of you?" Leon asked. The other Searchers turned around, and noticed that there were indeed two dragons.

Snake and Leon each grabbed one, and brought them aboard the Pony Express. They entered through the boarding cabin, and went into Snake's cabin. The other Searchers then crowded into the cabin, and viewed the scene. Snake and Leon tied the two dragons into a chair for each, and proceeded to interrogate them.

"So, we have another Changeling after us… but which one is it?" Snake asked.

"Yep! Here I am!" one Draco said as he simply changed back to a Changeling. Snake and Leon were surprised to see that he surrendered himself so easily. The Changeling was smiling widely, but he appeared very differently from the other Changelings. He did not have the holes in his body the others had, and the pure blue eyes Changelings had were replaced instead with white eyes and blue pupils. He still had the horn and wings, as well as the black hide other Changelings had, but they weren't damaged.

"Uh… OK? Why were you following us?" Leon questioned as he untied Draco.

The Changeling smiled, and told them without hesitation. "Well, I was rejected as a Changeling by my fellow Changelings, so they told me to beat it! I of course didn't, so I followed them here! I lost them some time ago in the city, so I just went to imitating and pranking every pony I saw! I tried you guys next, but you caught me! So, what counter do you guys have to my genius pranks?" he said excitedly.

Leon and Snake couldn't tell if this one was serious or not, so they each placed on a Snake Eye and identified the Changeling. His name was Umbreus, and his bio said that he was the offspring of a mare and a Changeling. Because of this, he retained the powers Changeling's had, but he held the appearance of any regular pony rather than the gnarled, twisted body of a regular Changeling. Truth be told, Umbreus was rejected from FOXHORSE over ten times, and he was considered by official Changeling documents to be a defective hybrid.

Leon took off the Snake Eye, and inspected Umbreus more closely. "So he's technically not a Changeling or part of FOXHORSE, but still, what is he?" Leon said.

Umbreus looked hurt, and he angrily replied. "That's cold. In fact, that's what every Changeling at home said about me. They said I was a reject, a mistake; even some called me nothing more than an experiment. But I don't give a damn, cause I can still transform like any of them," he said as he transformed into a perfect replica of Snake, smiling all the while. Snake was not amused.

"So, you are an experiment, then? A mare and a Changeling made you. If they rejected him, maybe we could use him as an advantage over them," Leon said.

"I don't know… he seems off. He's not a Changeling, but he's still an identity thief. Plus, he seems a bit… off," Snake said.

"That's because I'm only sixteen years old, grandpa," Umbreus said. Snake was surprised that they would send this child to spy on them.

How did you end up here, then?" Snake asked.

"I was thrown out here by my traitorous Changelings, but I kept an eye on them while I was stuck here. I think it was three years ago, and I was living here on the streets. I never cared, never bothered any pony. Then one day, this aquamarine unicorn walks by, and sees me. A monster, is what I think when she sees me. But then she does something I would have never expected; she extends her hoof and says to follow her. I did so, and she led me to the motel, where she let me stay.

"When I woke up the next day after that, I expected her to kick me out since I had no bits. Instead, she asked if I wanted to work there, and it didn't matter if I had bits or not, the motel stay was free. I was so grateful, and I knew I had to repay her somehow. So I began to work there, and for three years I lived at the motel. We were great friends, and I would cover for her when she went out. Obviously, no pony wants to see me as a Changeling, so I took her form. She knew about my powers, and was impressed that I wasn't evil or corrupt," Umbreus finished.

"OK, so how did you know we were here then?" Snake asked.

"Well, I was working at the motel when Lyra, told me to hold the fort while she went out. I agreed to, and took her form while she was away. It was a boring shift, so I fell asleep. Then I wake up and find you guys checking in. This one here somehow recognized me as Lyra," Umbreus said, motioning towards Chloe. "I thought she knew you, so I just gave you all a room on the house! Then when Lyra came back, I told her about you guys. She said for me to tell them hi, so I followed you all here as your awesome dragon to say hello! Long story short, you found me and tied me up."

All of the Searchers were trying to absorb everything Umbreus just said. Snake was thinking deeply, and he nodded. "I can understand why he didn't recognize us, but then the next day the real Lyra shows up on the Snake Eye."

Leon stood still, and turned to Snake. "Is he lying?" Leon asked quietly.

"I don't know, the Snake Eye doesn't have a lie detector," Snake answered. "I don't trust him, though."

Leon thought deeply. "Well, I think he might be telling the truth. The reason being he was considered a reject, thrown out of his own clan, and found us, but did nothing to us. Plus, Lyra was there in the morning when we left, so she's still walking. I think we should give him a chance… what do you say?" Leon asked.

Snake shook his head. "Not him. Not any of them. Changelings are no good under any circumstance," Snake replied. "I'll keep him locked up for now, see what he does. If he is as 'good' as you say, maybe we can use him to our advantage."

Leon nodded, and turned toward Umbreus. "All right, we're keeping you locked up for now. You will be free to move about the train, but you transform, or try anything and you will be imprisoned. Got it?" Leon said.

"Yep!" Umbreus chimed happily. Leon untied him, and Umbreus stood up. He thanked them, and fell onto the bed inside the cabin happily.

Inside him, Leon was thinking to himself. _He's hiding the fact under all that crazed happiness that he was abandoned. I know it… I saw him defend himself from the insults. Maybe he isn't evil… just lonely. If he isn't evil, maybe we could all make good friends with him._ The Searchers left back to their cabins, where they relaxed as the train pulled from the station and headed off towards its next destination; Trottingham.

**What do you guys think? Is this Changeling evil like the rest, or is there really good in him? Can he be trusted, or is he going to deceive them when the time is right? Find out next time! Thank y'all for reading!**


	44. The Big Empty

**Hey, guys... I'm so, so, so very sorry this chapter took so long to get posted. March hasn't been my month, sadly, and I've been out for the last few days for some serious business. But I'm back, and I finally got the opportunity to upload the chapter. Enjoy...**

Leon and Chloe went to their cabin, and he shut the door. She turned to him, almost immediately after he shut the door. _Let me guess, me letting this guy go was a terrible idea, and he should still be locked up._ Instead, she smiled.

"Leon, that was pretty bold of you to let him go, but… it was a kind thing to do. I felt bad for him… being thrown out into the streets by his own family. What made you do it?" she asked.

"Yeah, I felt bad too. Why did I do it?" he stated. Before he continued, he breathed deeply. _She needs to know…_ he thought to himself. "I was in the same position before."

She looked at him confused. "What are you saying… you've been abandoned before?" Chloe asked.

Leon nodded slowly, keeping his head lowered. "Well, not abandoned by choice… but alone. My real parents are dead… and I did something a few days ago that I'm not proud of. I left my other parents after they told me the fact, and I left without saying goodbye. I didn't thank them for being there for me, and… I feel like I acted ungrateful and selfish. Who know what they're doing now," Leon said sadly.

"Experiencing it… that's why you welcomed him like you did. I didn't know… and it sounded like you didn't either." Chloe stopped for a moment. "Did you know your real parents before they died?"

"No… I never met them… the only thing that I have to remember them by is the amulet. I don't even know how they looked like, or who they were," he said, tears coming down from his eyes now.

"Well, I don't know what to say… but, if it helps, I'm sure we'll always be there to help you," Chloe said.

"And that's why you're all good friends. I think I should do what you guys did when I came to Clover Ranch, and that's a warm welcome to some pony unsure of themself," Leon said.

"I understand. I hope for his sake though that he doesn't do anything against us," Chloe said.

"Me too." Leon yawned, and he lay in the bed. "Man, I'm tired. In two days, we arrive at Trottingham. Wonder if Percy is gonna want to stay for a bit," Leon said.

"I don't know… but I'm tired as well. Good night, Leon," Chloe said.

"Night, Chloe," Leon responded.

…

Percy was in his cabin with Annabelle. She had fallen asleep some time ago, but Percy could not sleep. _The Big Empty… maybe I should visit them in the cemetery._ He lowered his head, and couldn't think at all. Since he left Trottingham, he only referred to it as the Big Empty, as it held nothing more for Percy to call it home.

He fell back into bed, and closed his eyes. He couldn't sleep, and he was annoyed that he failed to do so. _Why? Why can't I fall asleep?_ He looked at the Amulet of Amendment, noticing its dim orange glow in the night.

He tossed and turned a bit more, and he finally had enough. Percy stood up, and headed outside his cabin quietly. He traveled between cars, and headed towards the far end of the train. He reached the end of the train, and stood outside, viewing the train quickly passing through the countryside in the night. He placed his hooves on the railing, and sighed deeply. He heard a door open behind him, and he turned around. He saw Umbreus behind him, and Umbreus walked to the railing as well. Percy was on high alert as he did.

"I'm guessing you can't sleep either?" Umbreus asked. He did not have the upbeat energy he had earlier, so he had a serious tone in his voice.

"No, I can't. Forgive me for asking, but what is it to you?" Percy asked.

"I… I need to be honest. I know who you all are, and I want to help you," Umbreus said.

"No… you don't know why we are really on this trek," Percy said.

"Oh, but I do. You and the Phoenix Bearer are looking for the other Amulets of Peace," Umbreus said.

"How did you know?" Percy asked, surprised.

"You're wearing the Amulet of Amendment around your neck, and one of your friends is wearing the Amulet of Wisdom. I'm no fool," Umbreus said.

"That's not how you seemed to act in the train. Why do you want to help us?" Percy asked.

"You may not know this, but you Spirits are the only ones who can stop Chrysalis. Philanthropy Pony think they can, but she's more powerful than they think. And for whatever it's worth, I want to help you all," Umbreus said.

"How can we trust you, Changeling?" Percy asked suspiciously.

"I hate and despise the title 'Changeling' for many reasons. They are not my comrades, and they've proven it by leaving me for dead in Los Pegasus. Not even my father would dare to stand up for me, and my mother was no longer around to care for me. If you must know why I acted ridiculous in the train, it's because I hide the fact that I was never meant to be here. It… it hurts very much," Umbreus said sadly, tears in his eyes.

Percy looked back at the countryside, now lit with the moonlight. "You live a solitary life as well? Forgive my impudence then. If you know so much about the Amulets, then it may be a good thing. How can you help us, though?" Percy asked.

"Did you not notice my ability to transform? I believe can help you all destroy the Magic Gear REG and defeat Chrysalis. Please, let me give assistance on your quest," Umbreus pleaded.

Percy thought quietly, and nodded. "It's a deal!" he said happily.

Umbreus then jumped up in joy, and laughed happily. "Spirit of Amendment, I knew you would all help! Thank you!" He then stopped, and turned around. "Snake, I know you're following me…" Umbreus said.

At that moment, Snake came out of a cardboard box, and grumbled. "How? How do you ponies know I'm in this box?" Snake asked.

"It's a random box lying in the middle of the way. Who isn't that going to fool?" Umbreus said smugly.

"Well, I don't trust you for one bit!" Snake announced, confronting Umbreus.

"I'm not surprised. You don't have to trust me; the Spirits of Peace do, though," Umbreus said.

"You're only siding with them so that you can betray them later on," Snake said angrily.

"Why would I do that? I have nothing to gain by siding with the Changelings. I do have a new life to earn by helping the Spirits, and I intend to do so," Umbreus said, defending himself.

Snake turned to Percy. "Don't trust him, Percy. You know what Changelings can do, and no matter how much he denies it, he is one."

Umbreus then turned to Percy. "Percy, I have no affiliations with the Changelings. I know my past, and I hate it. Please, trust me," Umbreus pleaded.

Percy was bombarded with both sides differing views, and he couldn't think. He then yelled out at the top of his lungs, and he ran back through the train into his cabin. Snake and Umbreus stared at him as he did, and then turned on each other.

"Don't you think for one second that I won't hesitate to kill you if you try anything," Snake said menacingly.

Umbreus raised his hooves up in a fighting stance. "I ain't afraid of you, old timer! Come on… put 'em up!" Umbreus said as he punched the air in front of Snake. Snake just shook his head, and shot Umbreus with a tranquilizer dart from his watch. Umbreus felt the sting, and began to feel the effects of the dose. "Uh… I need to rest a bit…" he said dazed as he fell over onto the floor, sleeping. Snake placed some hoof-cuffs on him, and dragged him back into the cars.

…

Percy went back into his cabin, and quietly entered the bed. He placed the pillow over his head, and finally had it in him to sleep, which he did so. His mind soothed, and his vision disappeared as he drifted off into slumber.

…

He awoke in a strange place, and after viewing the scene, recognized it as Clover Ranch. He stood up, and a small orb of light drifted near him. It landed on the ground near him, and began to shine much more brightly now. Percy shielded his eyes, and when he removed his hoof, he saw Celestia standing proudly over him. She approached him, and he bowed in respect.

"Percival, do you know why you are here?" Celestia asked. Percy looked up at her, and he shook his head. "You seem to be conflicting with yourself in more ways than one… is something wrong?"

Percy sighed, and answered after a while. "Two things, actually: I can't seem to place trust in the Changeling, and… I debate whether or not to return to Trottingham. I know that Changelings are evil and the one onboard the Express… I have my doubts about him," Percy stated.

"We all have doubts at times, do we not? You don't have to make your decision about him now. Get to learn more about this one, and then you will know what to do," Celestia explained. "As for Trottingham, that is based solely on your choice."

Percy nodded. He looked slightly away in sadness, and turned back to Celestia. "Wait… there must be something more as to why you called me here. Why in Clover Ranch?" Percy asked.

"Percival, you must learn more about yourself, especially in a time of doubt. Leon has done so, and he seems much more joyous than he was before. Perhaps you should as well. Explore Clover Ranch, and see what there is to learn from your vantage point. You may not have much time to do so tonight, but do not worry. You'll receive the opportunity to visit the dreamscape when you please. I must leave now, Percival," Celestia said, and she began glowing brightly until she disappeared.

Percy thought for a moment. _Understand myself better… so I must head to locations I deem very significant in my life. The Olympia would be a good start._ He trotted towards his restaurant, noticing that the sun remained setting in the distance. He arrived at the restaurant, and entered. He saw his grandmother and his brother, Grover, working in the restaurant. They greeted him, and approached him happily.

"Percy, what did they say? Is it a colt or a filly?" Grover asked.

"Excuse me?" Percy questioned.

"You told us the great news with Annabelle! What did Chloe say at the hospital? Was it a colt or a filly?" his grandmother asked.

"I… don't know… what about Annabelle?" Percy asked. Before he could receive an answer, he felt himself being tugged away from the restaurant. He didn't know what was going on, and he felt himself pulled through town and back to the meadow he awoke in. He slammed into the ground, and saw darkness.

…

Percy woke up, and looked around. He saw that he was back in the cabin in the Pony Express. He turned to his side to find Annabelle cuddling up to him. _Blast… I didn't get to finish that conversation in the dreamscape. What happened with Annabelle?_ He brushed off the thought, and plotted to find out more when he was in the dreamscape next time. _A colt or a filly…_ The thought rang in Percy's mind constantly, and he lay back down into bed.


	45. Meltdown

**Hello, everyone. Sorry I haven't posted the new chapter lately. I had some sad things in real life to deal with, and then Spring Break wasn't all I expected it to be. But anyways, here's the new chapter!**

Cloud awoke the next day relatively early in the morning. She woke up excitedly, and pulled out her sword from under her bed. She held it in her hooves, and admired it in its scabbard. _I should probably name this sword something awesome… but what?_ She pulled it out of its scabbard, and it shone brilliantly with the light of the sun hitting it. She inspected it closer, and saw something that was not on it the last time she used it. Tied to the hilt of the sword was a gold necklace of some sort with a sapphire embedded inside. Cloud looked at the necklace closely, and untied it from the hilt. She inspected it, and did not recognize it as anything she owned.

_Weird. This isn't mine, and it's not my Dad's either. Why would it be tied up to my sword?_ She placed the necklace on, and continued to inspect her sword. She noticed something very different about it though. The sword, glowing white brilliantly before, now had a blue hue emanating from it. "Whoa! What's going on?" she said worriedly to herself. It shone brighter and brighter, until the blue light stopped. Cloud placed the sword back in the scabbard, and left her cabin.

She went into the dining car, where the cooks inside were setting up for breakfast hours. She sat down at one of the tables, where she placed her order. She waited at the table for her food, and she saw Umbreus enter the food car hoof-cuffed, along with Snake following him closely behind. Umbreus sat down calmly at a table, and waved both of his shackled hooves towards Cloud happily. She waved back awkwardly, and approached Snake. "Why is he in cuffs?"

Snake turned to Umbreus, and pulled out the keys to the cuffs. "He'll remain in cuffs when he stays in his cabin. For now, they'll be off," Snake said as he inserted the keys into the cuffs and released Umbreus. Snake then left the car back towards the cabins. Umbreus then sat down at the table where Cloud sat.

"I don't believe we've properly met. My name is Umbreus. What's yours, beautiful?" Umbreus asked, adding charm to his voice.

"Don't try anything, buddy. I'm older than you, and you aren't my type," Cloud rejected.

"All I asked for was your name, beautiful," Umbreus said casually.

"My name is Cloud. Like I said earlier, don't try anything, because it ain't gonna work out, hotshot," Cloud replied.

_She's a fighter all right, and a beautiful one at that. I see she's without a doubt the Spirit of Persistence. She's found the Amulet of Persistence, and she's wearing it on her neck, so that leaves us with finding the other three, then. Maybe Chrysalis could be defeated after all._ "Age is nothing but a number, Cloud. Don't knock it till you try it," Umbreus said with a wide grin on his face.

Cloud just groaned in annoyance, and her meal came. She gazed in wonder at the breakfast omelet laid in front of her, and her mouth began to water. Umbreus ordered himself a tray of toast and eggs, and he continued flirting with Cloud.

"So tell me, are you already taken by one of the stallions on here?" Umbreus asked.

Cloud had had enough of Umbreus's constant attempts, and she turned on him. "Listen here, kid, I am NOT available! Do you understand?" Cloud asked angrily.

Umbreus smiled at her, and nodded understandingly. "Listen… I didn't mean to make you uncomfortable. It's just… I would like to try and ease tensions here. You seem upset about something. Would you mind sharing your troubles?" Umbreus asked soothingly.

Cloud turned away from him, irritated. "I do mind. I don't trust you, and no pony else seems to either, so just stay away from me."

He looked down, and looked back up to Cloud. "Well, your friend who let me freely wander the train does."

She turned to him angrily, pulled out her sword, and pointed it towards Umbreus. "You so happen to get near Leon, you'll end up with slash marks on your body," Cloud threatened.

"So, you do have a stallion? I figured you would. Leon seems like a nice guy," Umbreus said disappointedly.

Cloud lowered her head a bit, and she sighed. "Yeah… I bet he is," she said sadly.

Umbreus knew he had treaded into uncomfortable territory, and he stopped speaking. He received his plate of food, and he began eating. He stopped after a bit, and he looked back at Cloud. "Hey, listen, for what it's worth… I think you're something special," Umbreus said admiringly.

Cloud looked back at him, and turned away. "You must know what it's like… feeling left out and ignored. How do you cope with it?" Cloud asked sadly.

Umbreus was a bit surprised at the question, but he decided to answer anyway. "I don't cope with it. It stays with me forever. What I do to make it almost unnoticeable is find that one pony that can help you, and have them make you feel special. That's what I did in Los Pegasus… Lyra making me feel like I mattered, and that's why we were such great friends. Do you have any pony onboard to make you feel like that?" Umbreus asked.

Cloud seemed to ignore the question, and she looked down in sadness. Umbreus thought for a moment, and he had an idea. He transformed into a perfect replica of Leon, and tapped Cloud for her attention. She looked up at him, and her pupils grew in size a bit. "Leon? What… you transformed into him?" Cloud asked.

Umbreus nodded. "I want to make you feel better, Cloud. If this is the way to do it, then I'll do it," Umbreus said.

Cloud was touched by this. "You didn't have to transform into him… but thanks anyway for trying to make me feel better."

"I don't want to try, Cloud. I want to succeed… is there anything that makes you feel better?" Umbreus asked.

"No… you really don't have to do this. It's already nice enough that you at least tried to make me feel better. Thank you… Umbreus," Cloud said gratefully, still looking down a bit. She blushed a bit, and she tried to hide it from Umbreus.

Umbreus approached Cloud slowly, and grasped her hoof with his. She looked a bit shocked back at him, and he gazed into her eyes. Cloud was a bit shaken at what Umbreus was doing, but she let him. Umbreus moved in a bit closer, and Cloud had closed the distance between them. Cloud and Umbreus shared between themselves a warm and passionate kiss, lasting for a great moment. They then both heard the car door opening to find Orion, Chloe, and Doc enter, and they saw Umbreus in disguise with Cloud in their pairing. Chloe looked at the scene in horror, and that shock quickly turned to anger as she galloped towards them.

"Leon, what do you think you're doing!? You told me you were heading to the bathroom!" Chloe stated angrily.

"NO! Chloe, it's not what it looks like!" Cloud pleaded.

"YOU!" Chloe seethed. She snatched Cloud from her chair and slammed her into the wall. Still holding onto Cloud, Chloe raised her hoof back, and was about to swing at Cloud, but her hoof stopped in midair. She couldn't move it, and she felt her other hoof let go of Cloud. She couldn't move, and Cloud backed away from her slowly.

Umbreus, still disguised as Leon, was using his magic to restrain Chloe. When Cloud escaped, Umbreus released Chloe, and she turned on Umbreus. "How could you, Leon!?"

"Will you let me explain?" Umbreus asked.

Chloe turned away angrily from Umbreus, and saw the car door open. Leon, Snake, Percy, Annabelle, and Draco entered the car room, and they saw an angry Chloe, a frightened Cloud, and another Leon. Chloe saw Leon enter the car, and turned back to the disguised Umbreus. "What's going on?" Chloe asked.

Leon looked in anger and disappointment at Umbreus, and he confronted him. "What do you think you're doing disguised as me?" he asked angrily.

Umbreus transformed back into his regular form, and backed away slowly. "No… you don't understand…" he pleaded.

Leon used his wings to secure Umbreus, and he threw him onto the ground. "I asked you a damn question! What are you doing disguised as me!?" he repeated furiously.

Cloud stepped in, and she pushed Leon back. "All he was doing was trying to cheer me up! You don't lay your wings on him!" Cloud said, defending him. Chloe then stepped in as well.

"Why would he disguise himself as Leon, then, Cloud? Why were you kissing him?" Chloe asked angrily. Leon lowered his ears a bit, and his face went red. He awkwardly swung his foreleg back and forth, and didn't know what to think about the revelation.

Cloud looked away in frustration and confusion, and turned back to them angrily. "I asked him to transform to Leon. He tried to keep me company, and that's when I did it!" Cloud asked.

Chloe was angrily ranting at Cloud now. "But why would you have him transform to…?" Chloe stopped for a moment, and realized what was going on. "Cloud… did you really have something for…?" she didn't finish.

Cloud looked down in sadness and turned back. "Yeah… I did. Then I saw that he stayed with you on the beach near Clover Ranch. You don't know how much that hurt me…" she admitted shamefully. Her eyes filled with tears, and she lowered her head.

Leon then approached Umbreus. "As for you, you're getting off this train the moment we arrive at Dodge Junction. It would have been Trottingham, but you would probably meet with Changelings there."

Cloud looked back at Leon, and she stood up to him. "I don't think so! You're not laying one hoof on him, otherwise I'm leaving too!"

Umbreus stopped her by stepping up. "No, Cloud. I'm not needed here… or anywhere…" he said sadly. "But you are. You're not going to abandon your friends… I just can't let you."

Cloud turned back to him, sadness in her eyes. "Umbreus… don't do this."

"I have to. It just proves that all I am is trouble." He then walked up to Snake, and stuck his hooves out. Snake placed the hoof-cuffs on Umbreus, and they walked out of the car along with Leon, Draco, and Orion. Cloud stood there, her ears lowered and her eyes sunken, staring at the doorway. The other Searchers didn't know what to do, what to say. They slowly and awkwardly left one by one, and Cloud was alone in the dining car.

…

Leon, Snake, Draco, and Orion led Umbreus through the cars to the far end of the train. Snake opened the door of the final car, and he took Umbreus to the railing of the balcony. "I knew you couldn't be trusted," Snake said as he punched Umbreus. Snake then picked Umbreus up, and held him over the railing.

Leon was surprised at what Snake was doing, and he interrupted. "Snake, what are you doing!?" Leon asked.

"I'm throwing him off the train, what does it look like?" Snake said.

"I thought we were waiting until Dodge Junction to leave him. He'll die out there if he's thrown out!" Leon argued.

"Exactly…" Snake said.

"Snake, don't do this. We should ask Cloud what he was really doing. She was there with him, and she'll tell us what happened," Orion debated.

"We already know what he was doing! He took Leon's form, and took advantage of her," Snake said.

"Can I just speak up and explain what happened?" Umbreus asked desperately.

Snake looked at him coldly, and threw him over the railing of the balcony of the train. Umbreus eyes widened as he fell off the train, yelling in terror as he did. He slammed onto the rails of the railroad tracks hard, and rolled and tumbled for a bit before he stopped. He lay eerily still, as the ponies in the back of the train watched in horror as he did. They then turned on Snake.

"Why did you do that!?" they all asked him at the same time.

"Better he not make it back to Chrysalis after we leave him," Snake replied calmly.

The Searchers on the back of the train watched back at the tracks as the train quickly pulled away from Umbreus, where he still lied motionless on the ground. Disappointed, the Searchers all left slowly back inside the train, while Snake still stood on the balcony, pulled out a cigarette, and lit it. "Done and done. Better give the good news to Major Campbell."

…

Umbreus lay on the tracks for a bit, before he raised his head, looking around. He stood up, and tried to walk. He noticed his left hind leg was sprained, his right wing was twisted, and when he tried to walk, he could only limp. He was bleeding from the corners of his mouth, and he looked back to where the Pony Express was rapidly disappearing. He sighed heavily, and breathed with much trouble. "That… bastard… I need to warn them… before it's too late." He limped off the tracks, and followed them slowly towards the direction the Pony Express fled.

**What will happen to Umbreus after being thrown off the Pony Express? What will the others say about Cloud? What'll happen in Dodge Junction when the Searchers arrive? Find out next time!**


	46. The Pain That Dwells

**Hello, everyone! Real life has been calling me, and I haven't updated this story in a while. I may repost this story, seeing as I could add and take out MANY things. If I do delete it, it will be reposted a few days after that. But anyways, here's the new chapter! What will happen to Umbreus after he's been thrown off the train? Will he survive, or will he perish as Snake had intended? Find out now!**

Umbreus slowly limped across the countryside, staying near the railroad tracks as he did. He could barely walk, and he grimaced in pain every time he took a step. He needed to get back to the Pony Express, though. He knew the Searchers were in more danger than ever before, and if he didn't get to them on time, they would be hurt, or possibly even killed.

Umbreus saw a dirt road nearby the railroad, and wondered whether he should take it or continue following the tracks through the countryside. He decided on the former, and stumbled onto the road. He couldn't continue walking because of his leg, and he fell over onto the ground. He couldn't think straight, and he lay there on the floor. He couldn't control himself, and he broke down where he lay, his emotions having gotten the best of him. _Disregarded... thrown away... that's all I'll ever be._

He wondered why he should even continue, why he should have even bothered with the Searchers in the first place. He could have stayed at the motel, stayed with the only pony that had truly shown him compassion. _So why did I bother with them?_ He had done so because he knew who they were, and wanted to help them out. _I should've known better... no pony would ever offer me compassion like Lyra. Not even the Phoenix Bearer..._ he stopped, wiping that thought from his head.

_No... he did trust me. In fact, he even showed me mercy twice already. He attempted to keep me from being thrown off the train. In fact, the only one who wanted me dead was that spy... and because of him the Phoenix Bearer's in more danger than ever before. I need to get to them!_ His spirit rose, his energy restored, and he stood up again. He ignored the pain as his limp turned into a slow trot. He continued along the road as the afternoon sun beat down on him with intense rays. He was breathing hard, panting out of thirst, and sweating heavily, but it didn't matter to him. He was going to get to them, at any cost.

...

Some time had passed, and Umbreus was still trotting across the countryside, when he heard a noise behind him. He turned around, and saw some ponies travelling along the dirt road as well. He panicked, and knew if they saw him they would undoubtedly attack him. He quickly transformed into a perfect replica of Lyra and continued trotting, still grimacing in pain even though the wounds were not visible after his transformation. He heard the ponies draw nearer now, and he didn't want to turn back to see how close they were. "Excuse me, miss? Do you need assistance?" Umbreus heard from behind him. He didn't know whether they were talking to him or not, so he continued trotting. "Um... excuse me. You seem to be walking with a limp... are you hurt?" he heard the voice say again. Umbreus realized they were speaking to him, and he turned around.

He saw three mares behind him, each of them dragging a cart behind them. One of the mares, a blue unicorn with a wavy white and blue mane and matching tail, began inspecting Umbreus's hind leg, and determined it was sprained from the inside. "Why are you walking on a sprained leg?" the unicorn asked.

Umbreus didn't know how to respond, so he came up with an explanation. "I... I was hurt out here. I ended up stuck here, in the middle of nowhere."

Another of the mares, a white earth filly with a blue and pink flowing mane, responded. "You were hurt out here? That's terrible!"

The last of the mares, a grey Pegasus with a blond mane, replied as well. "We should help her out, Colgate. She doesn't look too well."

Umbreus backed away a bit. "No... no... really, I'm fine."

The unicorn, Colgate, looked back at her in surprise. "Come on, you can't walk on that leg, otherwise it might break. Bonbon, is there any room in the carts?"

The white earth mare, Bonbon, looked inside the carts. "Yeah, we just have to move some things around."

Umbreus still backed away. "No... really... I'm doing... just... fine..." he said slowly as he swayed from side to side, and fell over. He had passed out from heat exhaustion, and as his eyes shut, the last thing he saw was the three mares rushing to him.

...

Umbreus opened his eyes slightly, only seeing light, before they closed. He tried again, seeing a bit more of what seemed like a blue wall with white specks, before they closed again. He opened them once more, and he realized that the blue wall was the sky, and he was looking upwards. The sky and clouds were constantly in motion, and he looked around, seeing where he was. He saw some flowerpots and seed packages inside what appeared to be a wooden crate. He looked at his hooves, and saw he was still in Lyra's form. He picked his head up, and saw that the wooden crate was indeed being dragged, and he saw the three mares he met before he passed out. They were conversing amongst themselves, and walking along the dirt road.

"So, where did you say we needed to head next, Derpy?" Colgate asked.

"Uh... let's see," the grey Pegasus, Derpy, said as she pulled out a sheet of some kind, reading it for a while before answering, "it says that this delivery is back home." She put away the sheet, and turned to the two. "Thanks for helping me out, guys. I needed all the help I could get with these deliveries."

Bonbon beamed with satisfaction. "No problem, Derpy!" She then changed the subject. "When we arrive, we need to take this unicorn to Urgent Care. She hasn't had a drink of water since we gave her some. How do you think she ended up out there?"

"I don't know... maybe she fell out of the sky!" Derpy responded gleefully.

"A unicorn, Derpy? I think some pony was cruel enough to leave her out here to die. Glad we found her when we did," Colgate said.

As Umbreus watched them, he lay back down in the cart, watching the clouds pass over him. _Cloud... I... I should have never done that. Her friend attacked her, and she defended me. Who knows what they're saying about her. Dammit! I was only trying to make her feel better! Why did I have to screw things up like I always do!? I just... I've never felt that way before... longing for some pony._ He picked his head back up, and saw that they were all heading into a town.

"We're home!" Derpy announced. As they approached the town, Umbreus saw a sign on the road to the entrance to the town, stating: _Welcome to Ponyville_. He saw the town before his eyes; ponies happily strutting throughout, the sky bright and sunny, the weather clear and warm, and all throughout was the happiness inside. Umbreus tried standing up, but couldn't do so. He fell back down, crashing into some flowerpots inside the cart, but fortunately not breaking any. The three mares turned around, and peered over the cart. "Oh, goody! You're awake!" Derpy announced.

Umbreus head spun for a bit before he regained himself. He looked up at the mares a bit sheepishly, and laughed pathetically. "Um... where am I?" he asked shyly.

"Well, you're in Ponyville! We're just about to take you to Urgent Care, Miss..." Colgate stated, waiting for Umbreus's reply.

Considering he was still in Lyra's form, he answered, "Heartstrings. Lyra Heartstrings. Did you say Ponyville?" he asked.

"Yep! It's not a large town, but you'll like it here!" Bonbon stated confidently.

"That's far from where I needed to be... I think. You see, I was on the Ponyville Express, when some pony threw me off of it," Umbreus explained.

"Well, you're in luck! Unless you've missed a stop, the Pony Express passes through here to Canterlot!" Colgate answered. "But some pony threw you off? Who was it? If you know, the Royal Guard could imprison them when the Express arrives here."

"I... I don't honestly know," Umbreus answered, thinking had he answered a spy, they would consider him crazy. "I think I'm fine now," he said as he tried to leave the cart, but then his leg sprained even more. He clenched his teeth tightly, and tried to hold in the pain.

"Why you might be bold, you're not fit enough to walk. Come on, gals!" Colgate announced as they each pulled their carts toward the hospital. They soon arrived at the hospital, which looked more like a mansion on the outside than any hospital appeared. The three mares then helped Umbreus down from the cart, and guided him inside the hospital. The nurses inside all saw them, and they brought a wheelchair towards them. They sat Umbreus down on it, and wheeled him away with the other three mares following him.

"What happened to her?" one of the nurses asked.

"She was thrown off a train. We found her in the countryside, wandering with a sprained leg. We brought her here after arriving," Colgate explained.

"She was thrown off a train!?" the nurse asked, clearly in shock.

They all nodded. The nurse entered a room, along with the other ponies. She lay Umbreus on the bed, and waited until two more nurses showed up. They worked together to use their magic to heal Umbreus's hind leg and, unknown to the nurses because of his current form, his wing as well. He tried to stand up, but the nurses kept him down. "You're going to have to stay off of that leg for a good while," one of the nurses said.

"What? But I need to leave on the Pony Express when it arrives! Will I be healed in time to get on?" Umbreus asked.

"That'll take about a week for the Pony Express to arrive... yes, it will!" the nurse sated happily.

Umbreus sighed in relief, and lay back down in the bed. He turned to the other ponies, and smiled. "I... I... thank you... very much. Usually, ponies leave me to..." he didn't finish.

The three mares looked at him in shock, and looked at each other. "Why would they do that?" Bonbon asked.

"I don't know. I was never important to any pony," Umbreus explained.

Derpy stepped up. "Well... you're welcome with us anytime!" Derpy said as she beamed.

Umbreus looked down in shame, lowering his ears. _Yeah... that is until you figure out I'm a Changeling hybrid._

The nurses sensed his trouble, and she beckoned for the other three mares to leave Umbreus in peace. They did so, and bid him farewell. Umbreus was now alone in the room, and he transformed back into his regular form. He checked on his wing, and felt the change in his skin's roughness from the warm, soft fur it was to the cold, hard scales he had as a Changeling. He felt his mane change from the long and flowing mane it once was to the spiky, fixed, and ridged scale it was before. He looked at himself in a mirror on the wall, and saw his appearance. He did not fully look like the Changeling he was supposed to be, considering he had pupils in his eyes and had no holes on his body.

He looked down again, lowering his scaly ears. _I... I can change... I promise... I don't want to be... this... anymore._ He then felt tired after all of his limping, and he soon fell asleep afterwards, waiting until the Pony Express showed up.

**Poor guy. He's been through a lot, he's unloved by every pony, he's been left for dead, and he can't show his real face at the risk of getting killed. What'll happen to him while he stays in Ponyville? Will the Searchers make it to Trottingham and Dodge all right? Find out next time!**

**Note: Two things:**

**1. Should I repost this story? I feel I could heavily fix issues and the story itself, and after I do so repost it and delete this current one.**

**2. Should I make Umbreus's story a spin-off story rather than a tie-in to the main series? If I do make it a spin-off, I can already see how it will go for him. What do you guys think? Thanks for responding, and have a great day!**


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